Shutterfly 2008 Annual Report Download - page 28

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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Shutterfly’s common stock has been traded on the NASDAQ Global Market under the symbol “SFLY”
since September 29, 2006. As of February 29, 2008, there were
approximately 154 stockholders of record, excluding stockholders whose shares were held in nominee or street name by brokers. We have not paid any cash dividends and do not
currently have plans to do so in the foreseeable future.
The following table sets forth the high and low sales price per share for Shutterfly’s common stock for the periods indicated:
We have never paid cash dividends on our capital stock. It is our present policy to retain earnings to finance the growth and development of our business and, therefore, we do not
anticipate paying any cash dividends in the foreseeable future.
Purchases of Equity Securities of the Issuer and Affiliated Purchasers
Neither we nor any affiliated purchaser repurchased any of our equity securities in the fourth quarter of fiscal year 2007.
Use of Proceeds
The S-1 relating to our initial public offering was declared effective by the SEC on September 28, 2006 (Registration Statement File No. 333-
135426), and the offering commenced
the same day. J.P. Morgan Securities Inc. acted as the sole book-running manager for the offering and Piper Jaffray & Co. and Jefferies & Company, Inc. acted as co-
managers of the
offering.
The securities registered were 5,800,000 shares of common stock, plus 870,000 additional shares to cover the underwriters’ over-allotment option. The underwriters’ over-
allotment option expired on October 28, 2006, and was not exercised by the underwriters. The aggregate public offering price of the offering amount registered, including shares to
cover the underwriters’ over-
allotment option, was $100,050,000. We sold 5,800,000 shares of our common stock for an aggregate offering price of $87,000,000, and the offering has
terminated.
Expenses incurred in connection with the issuance and distribution of the securities registered were as follows:
None of such payments were direct or indirect payments to any of our directors or officers or their associates or to persons owning ten percent or more of our common stock or
direct or indirect payments to others.
The net offering proceeds to us after deducting underwriters’ discounts and the total expenses described above was approximately $78.5 million.
Through December 31, 2007, we have used approximately half of these proceeds to purchase capital equipment, acquire a business, and for general operating purposes. We expect
to continue to use the remainder of the net proceeds for general corporate purposes, including working capital, operating expenses, and capital expenditures. In addition, we may also
use a portion of the net proceeds for the acquisition of, or investment in, companies, technologies, products or assets that complement our business.
Our management retains broad discretion in the allocation and use of the net proceeds of our initial public offering, and investors must rely on the judgment of our management
regarding the application of the net proceeds. Pending specific utilization of the net proceeds as described above, we have invested the net proceeds of the offering in short-
term,
interest-
bearing obligations, investment grade instruments, certificates of deposit or direct or guaranteed obligations of the United States. The investment objective with respect to net
proceeds is capital preservation and liquidity so that such funds are readily available to fund our operations.
Year Ended December 31, 2006
High
Low
Third Quarter
$16.73
$15.01
Fourth Quarter
$16.29
$12.05
Year Ended December 31, 2007
High
Low
$18.53
$13.38
Second Quarter
$22.92
$15.92
Third Quarter
$32.46
$21.80
Fourth Quarter
$36.40
$25.59
•
Underwriting discounts and commissions
—
$
6,090,000
•
Other expenses
—
$
2,442,000
•
Total expenses
—
$
8,533,000
19