Vistaprint 2010 Annual Report Download - page 49

Form 10-K
to expand our revenue both in the countries we currently service and in additional countries
worldwide. We opened a European marketing office in Barcelona, Spain in January 2007 to focus on
the implementation of our European growth initiatives. We completed construction of a production
facility near Melbourne, Australia and launched our marketing office in Sydney, Australia in June 2010
to support our customers in Australia, New Zealand, Japan and Singapore. We also intend to continue
geographic expansion of our marketing efforts and customer service capabilities and opened two new
customer support and design centers that support European customers (one in Tunis, Tunisia, and the
other in Berlin, Germany). In addition, we intend to further extend our geographic and international
scope by continuing to introduce localized websites in different countries and languages and by
offering graphic design content and products specific to local markets. During fiscal 2010 we launched
websites in Austria, Portugal and Singapore.
Home & Family
Although we expect to maintain our primary focus on the micro business market, we believe
that our customer support, sales and design services, and low production costs are differentiating
factors that make purchasing from us an attractive alternative for individual consumers. We intend to
add new products and services targeted at the consumer market, and we believe that the economies
of scale provided by cross selling these products to our extensive micro business customer base, our
large production order volumes and integrated design and production facilities will enable us to
profitably grow our consumer business. During fiscal 2010, we launched or enhanced several products
that appeal to home and family customers, including photo books, mugs, stickers, and premium
wedding and holiday-themed content.
Recent Developments
On August 31, 2009, we effected the Change of Domicile, pursuant to which we effectively
moved the place of incorporation of the publicly traded parent entity of the Vistaprint group of
companies from Bermuda to the Netherlands. Pursuant to the Change of Domicile, the common
shareholders of Vistaprint Limited became ordinary shareholders of Vistaprint N.V., Vistaprint Limited
became a wholly owned subsidiary of Vistaprint N.V, and 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.
On July 1, 2009, Robert Keane, our chief executive officer, relocated to a new office in Paris,
France, which operates as Vistaprint SARL. Other activities that are or are planned to be located in
our Paris headquarters include corporate strategy, talent development and corporate communications.
The Change of Domicile and the establishment of our Paris headquarters did not have and are
not anticipated to have a material impact on how we conduct our day-to-day operations, consolidated
effective tax rate or our financial position, results of operations or cash flows.
An independent foundation, Stichting Continuïteit Vistaprint (the “Foundation”), was established
to safeguard the interests of Vistaprint and its shareholders and to assist in maintaining the
Company’s continuity and independence. On November 16, 2009, we entered into a Call Option
Agreement with the Foundation pursuant to which the Foundation may acquire a number of our
preferred shares up to a maximum of the total number of our ordinary shares then outstanding at an
exercise price of e0.01 per share. The call option held by the Foundation is designed to provide a
protective measure against unsolicited take-over bids for Vistaprint or other hostile threats through the
issuance of preferred shares to the Foundation that would give the Foundation voting and dispositive
power over up to 50% of our outstanding securities.
On December 30, 2009, we acquired 100% of the outstanding equity of Soft Sight, a privately-
held developer of embroidery digitization software based in the United States, for $6.5 million in cash.
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