Shutterfly 2007 Annual Report Download - page 33

Table of Contents
Some provisions in our restated certificate of incorporation and restated bylaws and Delaware law may deter
third parties from acquiring us.
Our restated certificate of incorporation and restated bylaws contain provisions that may make the acquisition of
our company more difficult without the approval of our board of directors, including the following:
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of
our company. These provisions could also discourage proxy contests and make it more difficult for you and other
stockholders to elect directors of your choosing and cause us to take other corporate actions you desire.
In addition, we are subject to Section 203 of the Delaware General Corporation Law, which, subject to some
exceptions, prohibits “business combinations” between a Delaware corporation and an “interested stockholder,”
which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware
corporation’s voting stock, for a three-year period following the date that the stockholder became an interested
stockholder. Section 203 could have the effect of delaying, deferring or preventing a change in control that our
stockholders might consider to be in their best interests.
Not applicable.
We maintain our corporate headquarters in Redwood City, California in a leased facility of approximately
48,384 square feet. The lease for this facility expires on May 31, 2010.
We maintain our production and fulfillment operations in Hayward, California in leased facilities totaling
approximately 71,708 square feet. The lease for the facility for approximately 25,206 square feet expires on
September 30, 2007. We have an option to extend the lease for five years and a first right of refusal to lease any
immediately adjacent contiguous space. The leases for the other 46,502 square feet expire on July 31, 2010.
We have another production and fulfillment operations under construction in Charlotte, North Carolina in leased
facilities totaling approximately 102,400 square feet. The lease for the facility commences on the later of April 30,
2007 or substantial completion of certain landlord’s work, and expires on last day of the eighty-ninth month
thereafter. We have an option to extend the lease for three additional periods of either three or five years in length,
and first rights of refusal to lease space in certain adjacent buildings.
We have certain temporary office and warehouse space in Charlotte, North Carolina in leased facilities totaling
approximately 6,400 square feet. The lease for the space is month-to-month, commenced on March 1, 2007 and
expires no later than July 31, 2007.
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future sales of our common stock by our executive officers, directors and significant stockholders; and
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other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
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our board is classified into three classes of directors, each with staggered three
-
year terms;
• only our chairman, our chief executive officer, our president or a majority of our board of directors is
authorized to call a special meeting of stockholders;
•
our stockholders may take action only at a meeting of stockholders and not by written consent;
•
vacancies on our board of directors may be filled only by our board of directors and not by stockholders;
• our certificate of incorporation authorizes undesignated preferred stock, the terms of which may be
established and shares of which may be issued without stockholder approval; and
• advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring
matters before an annual meeting of stockholders.
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
ITEM 2.
PROPERTIES.