Vistaprint 2006 Annual Report Download

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FORM 10−K
VISTAPRINT LTD − VPRT
Filed: September 13, 2006 (period: June 30, 2006)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    FORM 10âˆ'K VISTAPRINT LTD âˆ' VPRT Filed: September 13, 2006 (period: June 30, 2006) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ... Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III...

  • Page 3
    EXâˆ'10.27 (Material contracts) EXâˆ'23.1 (Consents of experts and counsel) EXâˆ'31.1 EXâˆ'32.1

  • Page 4
    ... to Commission file number 000âˆ'51539 (Exact Name of Registrant as Specified in Its Charter) VistaPrint Limited Bermuda (State or Other Jurisdiction of Incorporation or Organization) Canon's Court 22 Victoria Street Hamilton, HM 12 Bermuda (Address of Principal Executive Offices) (Zip Code) 98...

  • Page 5
    ... Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors and Executive Officers...

  • Page 6
    ...selection of customized printed products, low pricing and personalized customer service. Through our use of proprietary Internetâˆ'based graphic design software, localized websites, proprietary order receiving and processing technologies and advanced computer integrated printing facilities, we offer...

  • Page 7
    ...from designs, standard layouts and format options from binders of product samples or from mailâˆ'order catalogues. Design options are generally limited and permit little or no customization, print quality is typically below that provided by traditional commercial printers and delivery lead times can...

  • Page 8
    ... our design support staff, to design and create highâˆ'quality printed materials from their home or office. Our preâˆ'press and print production technologies efficiently process and aggregate customer orders, prepare orders for high resolution printing and maintain and manage production, addressing...

  • Page 9
    ... customers live, tollâˆ'free telephone customer service to provide a satisfying, serviceâˆ'rich experience founded on interaction with highly trained customer service and design representatives. In addition, we offer eâˆ'mail support for customers on all of our localized websites. Direct Marketing...

  • Page 10
    ... return address labels, magnets or rubber stamps. A customer can add these additional products to his or her order with a single keystroke. Highâˆ'Quality Printing We use one of the highest quality commercial printing processes in the market. For print jobs in quantities of 250 or more, we use state...

  • Page 11
    ...the VistaPrint brand as the source for highâˆ'quality graphic design, Internet printing and premium service. Over the past three years, we have regularly expanded our customer base at a rate of over 100,000 new customers per month. We acquire new customers through direct marketing using the Internet...

  • Page 12
    ...and mailing labels. During calendar year 2006, we have added rubber stamps, logos, envelopes, note pads, photos and related products to our product offerings. In addition, for customers in Englishâˆ'speaking markets, we offer live, telephone based customer support and free graphic design services to...

  • Page 13
    ...design that was displayed in the customer's Internet browser. VistaBridge is our technology that allows us to efficiently store, process and aggregate thousands of Internet print orders every day. The VistaBridge system automates the workflow into our highâˆ'volume offset or digital presses by using...

  • Page 14
    ... magnets that the customer can add to its order with a single key stroke. Automated Crossâˆ'Sell and Upâˆ'Sell is our technology which permits us to show a customer, while the customer is in the process of purchasing a product, marketing offers for one or more additional or related products. We use...

  • Page 15
    ... customers to create a product design or upload their own complete design, and place an order on a completely selfâˆ'service basis. Those customers who have started the design process but find that they require some guidance or design help can, with the assistance of our customer sales and support...

  • Page 16
    ... time. Postâˆ'Design Checkâˆ'Out Process Customers purchasing printed products check out either via a standard eâˆ'commerce selfâˆ'service shopping basket or by providing their order and payment information via telephone to one of our service agents. We offer a variety of secure payment methods...

  • Page 17
    ...final orders. Sales and Marketing We employ sophisticated direct marketing technologies and management practices to acquire our customers using the Internet, eâˆ'mail, and traditional direct marketing mailings. In addition, many of the products that we print for customers contain the VistaPrint logo...

  • Page 18
    ... representing Daniel Keane, the chief executive officer of Modâˆ'Pac, our former North American printing supplier, and the brother of Robert Keane, our chief executive officer, claiming an inventorship interest in our issued United States patent relating to printing aggregation. If Daniel Keane...

  • Page 19
    ... Corporation and Business Cards Tomorrow; and Ÿ other online printing and graphic design companies. We are aware of dozens of online print shops that provide some printing products and services similar to ours. Further, we are aware of hundreds of online businesses that offer some limited custom...

  • Page 20
    ... agreement covering employees in the Dutch printing trade. We have not experienced any work stoppages and believe that relations with our employees are good. Our Corporate Information VistaPrint Limited is incorporated under the laws of Bermuda. We maintain a registered office in Bermuda at Canon...

  • Page 21
    ... develop new costâˆ'effective means to obtain customers, our ability to attract new customers would be harmed, traffic to our websites would be reduced and our business and results of operations would be harmed. Purchasers of graphic design services and printed products may not choose to shop online...

  • Page 22
    .... The length of time we have been operating this Canadian facility is limited. In addition, we produce a majority of printed products destined for customers outside of North America at our printing facility in Venlo, the Netherlands. We are continuing to work to ensure that we can satisfy all of our...

  • Page 23
    ... our products and to provide our services; Ÿ our pricing and marketing strategies and those of our competitors; Ÿ improvements to the quality, cost and convenience of desktop printing; Ÿ costs of expanding or enhancing our technology or websites; Ÿ compensation expense and charges related to...

  • Page 24
    ...price pressure, reduced profit margins and loss of market share, any of which could substantially harm our business and results of operations. The graphic design and printed product markets traditionally are highly fragmented and geographically dispersed. The increased use of the Internet for online...

  • Page 25
    ... or similar entities have in the past, and may in the future, interfere with our eâˆ'mail solicitation and the operation of our websites and our ability to conduct business. We depend on eâˆ'mail to market to and communicate with our customers. Various private entities attempt to regulate the use of...

  • Page 26
    ... impact on our facilities and operations. Our technology, infrastructure and processes may contain undetected errors or design faults. These errors or design faults may cause our websites to fail and result in loss of, or delay in, market acceptance of our products and services. In the past, we have...

  • Page 27
    ... business. To access new markets, including consumers outside the United States, we expect that we will need to develop, market and sell new products and additional services that address their graphic design and printing needs. We may not be able to expand our graphic design services or create new...

  • Page 28
    ... 2006, we derived 71% of our revenue from sales to customers made through our United States website. We produce printed products for our United States customers at our Windsor, Ontario facility. Restrictions on shipping goods into the United States from Canada pose a substantial risk to our business...

  • Page 29
    ... printing facilities in Venlo, the Netherlands and Windsor, Ontario, Canada, a customer support, sales and service, and graphic design center in Montego Bay, Jamaica, website operations in Devonshire, Bermuda and technology development, marketing, finance and administrative offices in Lexington...

  • Page 30
    ... major markets of the United States, the European Union, Canada and Japan. Additional applications for the VistaPrint mark are pending. Our competitors or other entities may adopt names similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion...

  • Page 31
    ... customers which would substantially harm our business and results of operations. We sell our products and services exclusively through our websites. We currently own or control a number of Internet domain names used in connection with our various websites, including VistaPrint.com and similar names...

  • Page 32
    ... would harm our results of operations. Because of our focus on automation and high volumes, our operations do not involve, for the vast majority of our sales, any humanâˆ'based review of content. Although our websites' terms of use specifically require customers to represent that they have the right...

  • Page 33
    ... Professions Code that limit the amount that may be charged for shipping and handling in connection with a prize or gift. In addition, customers have filed complaints with governmental and standards bodies claiming that they were misled by the terms of our free offers. Our free product offers could...

  • Page 34
    ... of our sales are billed to our customers' credit card accounts directly. We retain our customers' credit card information for a limited time following a purchase of products for the purpose of issuing refunds. We rely on encryption and authentication technology licensed from third parties to effect...

  • Page 35
    ... establish transfer prices for printing, marketing, management, technology development and other services performed for VistaPrint Limited. Transfer prices are prices that one company in a group of related companies charges to another member of the group for goods, services or the use of property...

  • Page 36
    ... is not distributed to enable such taxpayer to satisfy this tax liability. Based upon our existing share ownership, we do not believe we are a CFC. We are incorporated under the laws of Bermuda, and the majority of our assets are located outside the United States, which may make it difficult for...

  • Page 37
    ... shareholders of a corporation incorporated in a jurisdiction of the United States. As a Bermuda company, we are governed by the Companies Act 1981 of Bermuda. The Companies Act differs in some material respects from laws generally applicable to United States corporations and shareholders, including...

  • Page 38
    ... foot facility located in Venlo, the Netherlands services markets outside of North America. Our technology development, marketing, finance and administrative offices are located in Lexington, Massachusetts, United States. We operate a customer design, sales and service center in Montego Bay, Jamaica...

  • Page 39
    ...have agreed to change the term 'shipping and handling' to 'shipping and processing' on our websites, to provide all class members who purchase business cards from us for a two year period the opportunity to receive additional cards at reduced rates, and to pay reasonable attorneys fees to plaintiffs...

  • Page 40
    ..., if any, for use in the operation of our business. We did not repurchase any equity securities in fiscal 2006. In our initial public offering, we sold 5,500,000 common shares and certain of our shareholders sold an aggregate of 6,018,320 common shares, at an initial public offering price of $12.00...

  • Page 41
    ... related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10âˆ'K. See the notes to the consolidated financial statements for an explanation of the method used to determine the number of shares...

  • Page 42
    ... operate printing facilities in Windsor, Ontario, Canada and in Venlo, the Netherlands, and we operate a customer design, sales and service center in Montego Bay, Jamaica. Our technology development, marketing, finance and administrative offices are located in Lexington, Massachusetts, United States...

  • Page 43
    ... of products promoted during a period and promotional discounts offered. For example, seasonal product offerings, such as holiday cards, can cause changes in average order values. We believe the analysis of these metrics provides us with important information on customer buying behavior, advertising...

  • Page 44
    ... services related to our customer design sales and services support center operations. This customer support center provides phone support to customers on various topics such as order status, the use of our website graphic design studio, and free realâˆ'time design assistance. Marketing and selling...

  • Page 45
    .... We generate revenues primarily from the printing and shipping of customized printed products, such as business cards, postcards, brochures, magnets, presentation folders and folded greeting cards. We recognize revenue arising from sales of printed goods when it is realized or realizable and...

  • Page 46
    ... Task Force 00âˆ'2, "Accounting for Website Development Costs." We capitalize the payroll and payrollâˆ'related costs of employees who devote time to the development of internalâˆ'use computer software. We amortize these costs on a straightâˆ'line basis over the estimated useful life of the software...

  • Page 47
    ...number of options that will be forfeited prior to vesting. Changes in these estimates and assumptions can materially affect the determination of the fair value of shareâˆ'based compensation and consequently, the related amount recognized on our consolidated statements of operations. At June 30, 2006...

  • Page 48
    ... and an increase in customer clickâˆ'through revenue, partially offset by increased costs from our Canadian printing facility, which began shipping customer orders in May 2005. Our Dutch printing facility began producing and shipping products for the European and Asian markets in February 2004, and...

  • Page 49
    .... Payment processing fees paid to thirdâˆ'parties increased by $1.2 million during this period due to increased order volumes. The remaining increase in marketing and selling expenses is primarily infrastructure costs associated with the expansion of the design sales and customer support center. The...

  • Page 50
    Table of Contents The third party professional fees include accounting, legal, recruiting and organizational consulting service fees. The shareâˆ'based compensation costs include a charge of $3.2 million related to the modification of the vesting of options that were incurred as the result of a ...

  • Page 51
    ... refer to as transfer pricing agreements. The resulting tax liability is incurred regardless of whether the consolidated group is profitable. In April 2006, the United States Internal Revenue Service completed its audit of our United States subsidiary, VistaPrint USA, Incorporated, for the fiscal...

  • Page 52
    ...million, and capitalized software and website development costs of $2.7 million. Capital expenditures of $19.2 million during the period were related to the purchase of print production equipment for our printing facilities located in Windsor, Ontario, Canada and Venlo, the Netherlands, $2.9 million...

  • Page 53
    ..., partially offset by the payment of offering costs of $1.4 million, net borrowings from equipment loan facilities of $8.2 million associated with the purchase of production equipment for our Canadian and Dutch printing facilities and the issuance of common shares pursuant to share option exercises...

  • Page 54
    ... VistaPrint North American Services Corp., our Canadian production subsidiary, entered into an $11.0 million credit facility with Comerica Bank-Canada. The borrowings were used to finance new printing equipment purchases and the construction of a printing facility located in Windsor, Ontario, Canada...

  • Page 55
    ... decrease in the fair values of our marketable securities at June 30, 2006. Foreign Currency Risk. As we conduct business in multiple currencies through our worldwide operations, we are affected by changes in foreign exchange rates of such currencies. Changes in exchange rates can positively or...

  • Page 56
    ... and Supplementary Data VISTAPRINT LIMITED INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Redeemable Convertible Preferred Shares and Shareholders' Equity...

  • Page 57
    Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders of VistaPrint Limited We have audited the accompanying consolidated balance sheets of VistaPrint Limited (the Company) as of June 30, 2006 and 2005, and the related consolidated statements ...

  • Page 58
    ... and cash equivalents Marketable securities Accounts receivable, net of allowances of $50 and $57 at June 30, 2006 and 2005, respectively Inventory Prepaid expenses and other current assets Total current assets Property, plant and equipment, net Software and web site development costs, net Patents...

  • Page 59
    Table of Contents VISTAPRINT LIMITED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended June 30, 2006 2005 2004 (in thousands, except share and per share data) Revenue Cost of revenue (1) Technology and development expense (1) Marketing and selling expense (1) General and administrative expense (1)...

  • Page 60
    ... of Contents VISTAPRINT LIMITED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) (in thousands) Series A Redeemable Convertible Preferred Shares Number of shares Balance at June 30, 2003 Issuance of common shares Issuance of preferred shares, net...

  • Page 61
    ... Conversion of preferred shares into common shares Initial Public Offering, net of offering costs Share compensation expense Net income Currency translation Unrealized loss on marketable securities Total comprehensive income Balance at June 30, 2006 Amount Number of shares Amount Series B Redeemable...

  • Page 62
    ...Sales of marketable securities Capitalization of software and website development costs Acquisition of patents Net cash used in investing activities Financing activities Proceeds from longâˆ'term debt Repayments of longâˆ'term debt Payment of deferred offering costs Net proceeds from public offering...

  • Page 63
    ... VistaPrint Limited, a Bermuda company (the "Company"), is a leading online supplier of highâˆ'quality graphic design services and customized printed products to small businesses and consumers worldwide. Through the use of proprietary Internetâˆ'based graphic design software, localized websites...

  • Page 64
    ...âˆ'grade corporate bonds, U.S. government agency issues and municipal auction rate securities. Management determines the appropriate classification of marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. Marketable securities at June 30, 2006 are...

  • Page 65
    ...short period of time to maturity of those instruments. The Company's floatingâˆ'rate longâˆ'term borrowings approximate fair value (see Note 5). Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist of cash and cash equivalents, marketable securities and...

  • Page 66
    ... - 7 years Shorter of lease term or remaining life of the asset Software and Web Site Development Costs The Company capitalizes eligible costs associated with software developed or obtained for internal use in accordance with American Institute of Certified Public Accountants ("AICPA") Statement of...

  • Page 67
    ... miscellaneous related costs of products sold by the Company (see Note 3). Marketing and Selling Expense Marketing and selling expense consists of advertising expenses, salaries and overhead related to sales, marketing and customer design sales and service activities, credit card processing fees and...

  • Page 68
    ... tax liability for the Company on any profits recorded in Bermuda. VistaPrint Limited has operating subsidiaries in the Netherlands, Canada, Jamaica and the United States. VistaPrint Limited has entered into service agreements, which are also referred to as transfer pricing agreements, with each of...

  • Page 69
    ... were deemed to have converted into common shares in connection with the Company's initial public offering. Accordingly, the Company calculated basic net income per share for the year ended June 30, 2006 using the twoâˆ'class method for the first 91 days of the year since both classes of stock were...

  • Page 70
    Table of Contents VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2006, 2005 and 2004 (in thousands, except share and per share data) income first to preferred shareholders based on dividend rights under the Company's byeâˆ'laws and then to preferred ...

  • Page 71
    ... thousands, except share and per share data) Shareâˆ'Based Compensation At June 30, 2006, the Company had three shareâˆ'based compensation plans (see Note 10). The Company grants share options for a fixed number of shares to employees and certain other individuals with exercise prices as determined...

  • Page 72
    ...additional United States patent. The Company has multiple additional patent applications pending with United States, European, and other patent offices related to various systems, processes, techniques, and tools developed by the Company for its business. All costs related to patent applications are...

  • Page 73
    ... products for customer orders for delivery in North America. The Supply Agreements had an expiration date of April 2, 2011. Under the North American Supply Agreement, the Company was charged all direct and indirect costs incurred by Modâˆ'Pac related to the printing of product for customers in North...

  • Page 74
    ... Supply Agreement with Modâˆ'Pac which permitted the Company to manufacture printed products destined for North American customers at its production facility in Windsor, Ontario, Canada. In exchange, the Company paid to Modâˆ'Pac a fee for each unit shipped based on the type of item produced through...

  • Page 75
    ... 2004, VistaPrint North American Services Corp., the Company's Canadian production subsidiary, entered into an $11,000 credit agreement with Comerica Bank-Canada. The borrowings were used to finance new printing equipment purchases and the construction of a printing facility located in Windsor...

  • Page 76
    Table of Contents VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2006, 2005 and 2004 (in thousands, except share and per share data) Payments due on longâˆ'term debt during each of the five fiscal years subsequent to June 30, 2006, are as follows: 2007...

  • Page 77
    ... being accreted to their redemption value using the effective interest rate method over the period from issuance through the dates of redemption. 8. Series B Redeemable Convertible Preferred Shares On August 19, 2003, the Company issued 7,339,415 shares of Series B Redeemable Convertible Preferred...

  • Page 78
    ... were outstanding, a majority of the Series B shares was required to approve any plans to: (1) amend the Memorandum of Association or Byeâˆ'Laws; (2) authorize or issue any new class of securities; (3) create or authorize any additional shares of Series A or Series B; (4) make an acquisition for...

  • Page 79
    ...ratio was subject to certain adjustments in the event of future issuances of dilutive securities or sales of shares at below current market price. The Series B Shares provided that upon the earlier of (a) the closing of an underwritten public offering of shares at a price per share that was not less...

  • Page 80
    ... under the 2005 Plan. As of June 30, 2006, there were options outstanding in the amount of 1,057,632 common shares under the 2005 Plan. While the Company may grant options to employees, officers, nonâˆ'employee directors, consultants and advisors which become exercisable at different times or within...

  • Page 81
    ... under its shareâˆ'based compensation plans as of June 30, 2006. The following table represents weighted average price and life information about significant option groups outstanding at June 30, 2006: Weighted Average Remaining Contractual Life (Yrs.) Exercise Prices Number Outstanding Weighted...

  • Page 82
    ... $396, $253 and $256 in the years ended June 30, 2006, 2005 and 2004, respectively. 12. Income Taxes In April 2006, the United States Internal Revenue Service completed its audit of the Company's United States subsidiary, VistaPrint USA, Incorporated, for the fiscal year ending June 30, 2003. The...

  • Page 83
    ... are primarily related to its United States subsidiary, for income taxes consist of the following at June 30, 2006 and 2005: Year Ended June 30, 2006 2005 Deferred tax assets: Net operating loss carryforwards Accrued expenses R&D credit carryforwards ITC credits and other AMT credit carryforward...

  • Page 84
    ... comprised of the chief executive officer and the executive management team. The Company views its operations and manages its business as one operating segment. Geographic Data Revenues by geography are based on the countryâˆ'specific website through which the customer's order was transacted. The...

  • Page 85
    Table of Contents VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2006, 2005 and 2004 (in thousands, except share and per share data) June 30, 2006 2005 Longâˆ'lived assets: Bermuda Netherlands Canada United States Jamaica Total $ 5,006 18,086 29,168...

  • Page 86
    ...to change the term 'shipping and handling' to 'shipping and processing' on its websites, to provide all class members who purchase business cards from the Company for a two year period in the future the opportunity to receive additional cards at reduced rates, and to pay reasonable attorneys fees to...

  • Page 87
    ... officer with common shares Preferred shares issued to investor in lieu of issuance costs Receivables for exercise of share options Accretion of preferred shares $1,089 766 $ - - - 1,295 $ 369 269 $ - - - 4,813 $ 66 410 $ 356 165 95 2,499 16. Allowance for Doubtful Accounts The Company offsets...

  • Page 88
    ...$ $ (0.10) (0.10) $ $ 0.03 0.03 $ $ 0.02 0.02 (1) (2) The Company calculated basic net income per share for the year ended June 30, 2006 using the twoâˆ'class method for the first 91 days of the year. Includes $21,000 loss on termination of contract with Modâˆ'Pac Corporation (see Note 3). 85

  • Page 89
    ... and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management...

  • Page 90
    ... for our 2006 Annual General Meeting of Shareholders under the section captioned "Corporate Governance" and is incorporated herein by reference. We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial or accounting officer or...

  • Page 91
    ... Exhibits. The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Annual Report on Form 10âˆ'K. (c) Financial Statement Schedules. All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in...

  • Page 92
    ... by the undersigned, thereunto duly authorized. September 13, 2006 VISTAPRINT LIMITED By: /S/ ROBERT S. KEANE Robert S. Keane Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the...

  • Page 93
    ... between VistaPrint USA, Incorporated and each of Robert S. Keane, Janet F. Holian and Alexander Schowtka Form of Restricted Share Unit Agreement under 2005 Equity Incentive Plan Form of Restricted Share Agreement under 2005 Equity Incentive Plan Executive Retention Agreement between VistaPrint USA...

  • Page 94
    ... Officers Summary of Compensatory Arrangements with Nonâˆ'Employee Directors Transition Agreement dated January 23, 2006 between the Registrant, VistaPrint USA, Incorporated and Paul C. Flanagan. Subsidiaries of the Registrant Consent of Ernst & Young LLP, Independent Registered Public Accounting...

  • Page 95
    ... Share Unit Agreement Granted Under The 2005 Equity Incentive Plan 1. Grant of Award. Pursuant to the authority delegated by the Board of Directors of VistaPrint Limited, a Bermuda corporation (the "Company"), to VistaPrint USA, Incorporated, a Delaware corporation ("VistaPrint USA") pursuant...

  • Page 96
    ... to so elect, execute and deliver to the Company an irrevocable standing order authorizing Eâˆ'Trade or any broker approved by the Company (the "Broker") to sell, at the market price on the applicable Distribution Date, the number of Common Shares that the Company has instructed the Broker is...

  • Page 97
    ... 4, the Participant shall not have any rights as a shareholder with respect to any Common Shares distributable under this award until becoming recordholder of such shares. 9. Provisions of the Plan. This award is subject to the provisions of the Plan, a copy of which is furnished to the Participant...

  • Page 98
    Exhibit 10.26 Summary of Compensatory Arrangements with Executive Officers Officer Annual Base Salary Maximum Potential Bonus (annual) Robert S. Keane Anne S. Drapeau Janet Holian Alexander Schowtka $337,050 $225,000 $225,000 $200,000 $631,964 $319,997 $319,997 $274,997

  • Page 99
    ... directors are eligible to participate in the VistaPrint Limited 2005 nonâˆ'employee director share plan. Pursuant to this plan, each nonâˆ'employee board member who joins the board is eligible to receive a share option to purchase a number of common shares with a fair value equal to $150,000, up to...

  • Page 100
    ... the 2005 Nonâˆ'Employee Directors' Share Option Plan, and (Form Sâˆ'8 No. 333âˆ'133797) pertaining to the 2005 Equity Incentive Plan, of our report dated July 28, 2006, with respect to the consolidated financial statements of VistaPrint Limited, included in the Annual Report (Form 10âˆ'K) for the...

  • Page 101
    Exhibit 31.1 CERTIFICATION I, Robert S. Keane, certify that: 1. I have reviewed this Annual Report on Form 10âˆ'K of VistaPrint Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements ...

  • Page 102
    ... with the Annual Report on Form 10âˆ'K of VistaPrint Limited (the "Company") for the fiscal year ended June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, Robert S. Keane, Chief Executive Officer and Acting Chief Financial Officer of...