Vistaprint 2010 Annual Report Download - page 20

Download and view the complete annual report

Please find page 20 of the 2010 Vistaprint annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 145

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145

with compensation and benefits equal to or greater than those provided in a collective bargaining
agreement covering employees in the Dutch printing trade, and employees in our Barcelona office
compensation and benefits equal to or greater than those of the Catalonian collective bargaining
agreement for office businesses. We have not experienced any work stoppages and believe that
relations with our employees are good.
Change of Domicile
On April 30, 2009, we announced that our Board of Directors approved a proposal to effectively
move the place of incorporation of the publicly traded parent entity of the Vistaprint group of
companies from Bermuda to the Netherlands. Vistaprint N.V. was formed as a limited liability company
(nammlooze vennootschap) under the laws of Netherlands on June 5, 2009 and as a wholly-owned
subsidiary of Vistaprint Limited. Subsequent to the fiscal year ended June 30, 2009, at a special
court-ordered meeting of common shareholders held on August 6, 2009, the common shareholders of
Vistaprint Limited approved a scheme of arrangement under Bermuda law. On August 31, 2009, after
receipt of the approval of the scheme of arrangement by the Supreme Court of Bermuda and the
satisfaction of certain other conditions, the transactions contemplated by the scheme of arrangement
were effected. Pursuant to the scheme of arrangement, among other things, each common share of
Vistaprint Limited outstanding immediately before the transaction was effected was exchanged for one
outstanding ordinary share of Vistaprint N.V.
As a result of the scheme of arrangement and the share exchange transaction, the common
shareholders of Vistaprint Limited became ordinary shareholders of Vistaprint N.V. and Vistaprint
Limited became a wholly-owned subsidiary of Vistaprint N.V. In connection with consummation of the
scheme of arrangement, Vistaprint N.V. assumed Vistaprint Limited’s existing obligations in connection
with awards granted under Vistaprint Limited’s incentive plans and other similar employee awards.
Vistaprint N.V.s ordinary shares are registered under the United States Securities Exchange
Act and Vistaprint N.V. is subject to the same reporting requirements under the Securities Exchange
Act to which Vistaprint Limited was previously subject. Vistaprint N.V.s ordinary shares are listed on
the NASDAQ Global Select Market under the ticker symbol “VPRT,” the same exchange and symbol
under which the Vistaprint Limited common shares were previously listed.
We refer to the foregoing transactions together with the steps of the scheme of arrangement as
the Change of Domicile.
Our Corporate Information
Vistaprint N.V. was incorporated under the laws of the Netherlands on June 5, 2009 as a
wholly owned subsidiary of Vistaprint Limited. As a result of the Change of Domicile, the common
shareholders of Vistaprint Limited became ordinary shareholders of Vistaprint N.V. and Vistaprint N.V.
became the publicly traded parent company of the Vistaprint group of entities. Vistaprint Limited, the
immediate predecessor corporation to Vistaprint N.V. was incorporated under the laws of Bermuda in
April 2002. Vistaprint Corporation, the immediate predecessor to Vistaprint Limited, was incorporated
in Delaware in January 2000 and was amalgamated with Vistaprint Limited on April 29, 2002.
Vistaprint.com S.A., the predecessor to Vistaprint Corporation, was incorporated in France in 1995
and was merged into Vistaprint Corporation in January 2002.
We maintain our registered office in the Netherlands at Hudsonweg 8, 5928 LW Venlo, the
Netherlands. Our telephone number in the Netherlands is +31-77-850-7700.
Available Information
We are registered as a reporting company under the Securities Exchange Act of 1934, as
amended, which we refer to as the Exchange Act. Accordingly, we file or furnish with the Securities
16