Vistaprint 2007 Annual Report Download

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www.VistaPrint.com2007
VistaPrint Annual Report Notice of General Annual Meeting | Proxy Statement
2007VistaPrint
ANNUALREPORT
NOTICE OF GENERAL ANNUAL MEETING | PROXY STATEMENT
VISTAPRINT IS THE ONLINE LEADER
OF
SMALL BUSINESS GRAPHIC DESIGN, PRINTING
AND MARKETING SERVICES. OUR VISION IS
TO HELP MILLIONS OF SMALL BUSINESSES
WORLDWIDE GROW THEIR BUSINESSES.

Table of contents

  • Page 1
    ... Annual Meeting | Proxy Statement 2007VistaPrint ANNUALREPORT NOTICE OF GENERAL ANNUAL MEETING | PROXY STATEMENT 2007 www.VistaPrint.com VISTAPRINT IS THE ONLINE LEADER OF SMALL BUSINESS GRAPHIC DESIGN, PRINTING AND MARKETING SERVICES. OUR VISION IS TO HELP MILLIONS OF SMALL BUSINESSES WORLDWIDE...

  • Page 2
    ... $ Net Income (in millions) $ 27 256 Non-U.S. U.S. $ 19 $ 152 $ 91 $ 59 $ 3 FY 2004 FY 2005 FY 2006 FY 2007 FY 2004 FY 2005 FY 2006 FY 2007 -$16 Fiscal year 2005 results include a $21 million charge related to the contract termination of our former North American print supplier.

  • Page 3
    ... cards, sticky notes, T-Shirts, micro web sites dedicated to franchise business partners, and comprehensive new mailing and creative services. VistaPrint now offers a more complete marketing solution that can help our customers write their copy, design and print their collateral, and then address...

  • Page 4

  • Page 5
    ...1934 For the fiscal year ended June 30, 2007 or â...ª TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-51539 (Exact Name of Registrant as Specified in Its Charter) VistaPrint Limited (State or Other...

  • Page 6
    ... 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 of the Registrant ...Executive Compensation ...Security...

  • Page 7
    ...-looking statements include, but are not limited to, those set forth under the heading "Risk Factors." Overview We are the leading online supplier of high-quality graphic design services and customized printed products to small businesses and consumers worldwide. Since the launch of our website in...

  • Page 8
    ... from binders of product samples or from mail-order catalogues. Design options may be limited and permit little or no customization, print quality may be below that provided by traditional commercial printers and delivery lead times can be substantial. Prices for printed products, while typically...

  • Page 9
    ... and print production technologies efficiently process and aggregate customer orders, prepare orders for high resolution printing and maintain and manage production, addressing and shipment of these orders. We use our marketing technologies to test changes to our websites and new product offers so...

  • Page 10
    ... design and production process, we can print and ship an order the same day we send it to production, which results in minimal inventory levels and reduced working capital requirements. This allows us to produce high-quality, low price products at high margins even though our average order values...

  • Page 11
    .... By employing principles of world class manufacturing, our rigorous quality assurance systems are designed to ensure that we consistently deliver premium, highquality products. Fast Design to Delivery Turnaround We design, print, process and deliver multiple high-quality customized orders in as...

  • Page 12
    ... Strategy We are the leading online supplier of high-quality graphic design services and customized printed products to small businesses and consumers worldwide. Our goal is to continue to grow profitably and become the leading online provider of small business marketing solutions. We believe that...

  • Page 13
    ... and Service Offerings We launched the VistaPrint.com website in 2000 selling only a limited selection of business cards. Since that time, we have extended our product and service offerings to cover a wide array of additional business and consumer products and services. During fiscal year 2007, we...

  • Page 14
    ... high-quality photographs and illustrations are currently available for use by customers in product design. Customers can also upload their own images and logos for incorporation into their product designs. VistaDesigner is our Internet-based, remote, real-time, co-creativity and project management...

  • Page 15
    ... and managing our worldwide production facilities on a networked basis. Viper monitors and manages bar-code driven production batch and order management, pick and pack operations, and addressing and shipping of orders. Marketing Technologies Split Run Testing Technology assigns our website visitors...

  • Page 16
    ... the processing power of the customer's computer rather than our servers. This Internet- based architecture makes our applications highly scalable and offers our customers fast system responsiveness when they are editing their document designs. Our pre-press and print production technologies for...

  • Page 17
    ... approve. Post-Design Check-Out Process Customers purchasing printed products check out either via a standard e-commerce self-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, with the...

  • Page 18
    ... systems are designed around the principles of world class manufacturing to ensure that we consistently deliver premium, high-quality products. Sales and Marketing We employ sophisticated direct marketing technologies and management practices to acquire our customers using the Internet, e-mail, and...

  • Page 19
    ... involve payment of a commission or revenue share to these companies for sales of our products and services generated through these websites and web pages. We have also developed a scalable capability to address the market of customers who choose to order customized products and services through...

  • Page 20
    ...of our websites, which customers acknowledge and accept during the purchase process. We currently own or control a number of Internet domain names used in connection with our various websites, including VistaPrint.com and related names. Most of our localized sites use local country code domain names...

  • Page 21
    ..., print quality, design content, design options and tools, customer and design services, ease of use, and production and delivery speed. It is our intention to offer high-quality design, print and marketing services at low price points and in doing so, offer our customers an attractive value...

  • Page 22
    ... 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. Our Corporate Information VistaPrint Limited is incorporated...

  • Page 23
    ... 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, which would prevent us from acquiring new customers which are necessary to the success of our business. The online market...

  • Page 24
    ... produce our products and provide our services at commercially reasonable costs, if revenues decline or if our expenses otherwise exceed our expectations, we may not be able to sustain or increase profitability on a quarterly or annual basis. Changes in stock based compensation accounting rules have...

  • Page 25
    ... the quality, cost and convenience of desktop printing; ‰ costs of expanding or enhancing our technology or websites; ‰ compensation expense and charges related to our awarding of share-based compensation; and ‰ a significant increase in credits, beyond our estimated allowances, for customers...

  • Page 26
    ... financial, marketing and other resources. Many of our competitors work together. For example, Taylor Corporation and Business Cards Tomorrow International sell printed products through office superstores such as Staples and Office Depot. Some of our competitors who either already have an online...

  • Page 27
    ... offer substantial pricing discounts as a means of encouraging repeat purchases. Such free offers and discounts may not result in an increase in revenues or the optimization of profits. In addition, many factors, including our production and personnel costs and our competitors' pricing and marketing...

  • Page 28
    ..., and Jamaica, the location of most of our customer service and design service operations, are subject to a high degree of hurricane risk and extreme weather conditions that could have a devastating impact on our facilities and operations. Our technology, infrastructure and processes may contain...

  • Page 29
    ... marketing and sales channels, including co-branded website and retail in-store offerings. Any failure to develop new products and services, expand our business beyond our existing target markets and customers, and address additional market opportunities, could harm our business, financial condition...

  • Page 30
    ...temporary employees, most of whom were employed on a continuous basis for six months or more. We have website operations, offices, marketing and production facilities and customer support centers in Bermuda, the United States, the Netherlands, Spain, Jamaica and Canada, and we expect to open offices...

  • Page 31
    ... For example, we operate 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, a marketing office in Barcelona, Spain, and technology development...

  • Page 32
    ...names or marks similar to ours, thereby impeding our ability to build brand identity and possibly leading to customer confusion. There are several companies that currently incorporate or may incorporate in the future "Vista" into their company, product or service names, such as Microsoft Corporation...

  • Page 33
    ... to the operation of our business would be restricted by a court order. Alternatively, we may be required to, or decide to, enter into a license with a third party that claims infringement. Any license required under any patent may not be made available on commercially acceptable terms, if at...

  • Page 34
    ...of customers which would substantially harm our business and results of operations. We sell our products and services primarily 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 35
    ... of our revenues from order referral fees paid to us by third party merchants for customer click-throughs, order fulfillment and other forms of co-marketing arrangements. Some of these third parties offers are for memberships in discount programs or similar promotions to customers who have purchased...

  • Page 36
    ... 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 secure...

  • Page 37
    ... credit card transactions could damage our reputation and brand and substantially harm our business and results of operations. Risks Related to Our Corporate Structure Non-Bermuda tax authorities may tax some or all of VistaPrint Limited's income, which would increase our effective tax rate...

  • Page 38
    ... 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 39
    ...total combined voting power of all classes of voting stock of the foreign corporation or more than 50% of the total value of all stock of the corporation on any day during the taxable year of the corporation. A 10% U.S. Shareholder is a U.S. person, as defined in the Internal Revenue Code, that owns...

  • Page 40
    ... 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 provisions relating to interested directors, mergers...

  • Page 41
    ... this facility. Our technology development, marketing, finance and administrative offices are located outside of Boston, Massachusetts, United States. We operate a customer design, sales and service center in Montego Bay, Jamaica. We operate our European marketing office in Barcelona, Spain. Our web...

  • Page 42
    ...agreed to change the term 'shipping and handling' to 'shipping and processing' on our websites, to provide all class members who purchase free 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 43
    ... (iii) require that the exercise price of any share option or share appreciation right granted under the 2005 Plan be at least 100% of the fair market value of the common shares on the date of grant; (iv) limit the term of any share option or share appreciation right to a maximum period of ten years...

  • Page 44
    ...'s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common shares began trading under the symbol "VPRT" on the NASDAQ Global Market on September 30, 2005. The following table sets forth, for the periods indicated, the high and low sale price per share of our...

  • Page 45
    ... for any future period. 2007 Year Ended June 30, 2006 2005 2004 (In thousands, except share and per share data) 2003 Form 10-K Consolidated Statements of Operations Data: Revenue ...Cost of revenue ...Technology and development expense...Marketing and selling expense ...General and administrative...

  • Page 46
    ... and cash equivalents ...Marketable securities ...Property, plant and equipment, net ...Working capital ...Total assets ...Accrued expenses and deferred revenue...Total long-term obligations, less current portion...Series A redeemable convertible preferred shares ...Series B redeemable convertible...

  • Page 47
    ... customized printed products and services, low pricing and personalized customer service. Through our use of proprietary Internet-based graphic design software, localized websites, proprietary order receiving and processing technologies and advanced computer integrated printing facilities, we offer...

  • Page 48
    ... print supplier for all orders shipped to North America with pricing based on Mod-Pac's costs plus a fixed percentage markup. The chairman of the board of Mod-Pac is Kevin Keane and the chief executive officer of Mod-Pac is Daniel Keane, the father and brother, respectively, of Robert S. Keane...

  • Page 49
    .... The 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 real-time design assistance. Marketing and selling expense also includes third party payment processor and credit card fees. General...

  • Page 50
    ..., the fee is fixed or determinable, we have no significant remaining obligations and collection is reasonably assured. Shipping, handling and processing costs billed to customers are included in revenue and the related costs are included in cost of revenue. A reserve for sales returns and allowances...

  • Page 51
    ...just-in-time inventory process to minimize the levels of inventory on hand. Software and Website Development Costs. We capitalize eligible costs associated with software developed or obtained for internal use in accordance with American Institute of Certified Public Accountants Statement of Position...

  • Page 52
    ...based employee compensation cost was recognized in the Consolidated Statement of Operations for the fiscal year ended June 30, 2005. Determining the amount of share-based compensation to be recorded requires us to develop estimates to be used in calculating the grant-date fair value of share options...

  • Page 53
    ... non-United States websites accounted for 32% of total revenues for fiscal 2007 as compared to 29% of total revenue during fiscal 2006. The $61.3 million, or 67%, increase in revenue from fiscal 2005 to fiscal 2006 was primarily attributable to increases in website sales of our printed products. The...

  • Page 54
    ...at our printing facilities in order to meet the increased demand for our products. During the second half of fiscal 2007, we incurred approximately $1.0 million of consulting costs relating to projects targeting further process improvements and efficiencies within the global manufacturing operations...

  • Page 55
    ... in advertising costs related to new customer acquisition and costs of promotions targeted at our existing customer base, increases in payroll and benefits related costs of $3.3 million, and share-based compensation costs related to share-based awards granted to our sales and marketing personnel...

  • Page 56
    ... 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 year ending...

  • Page 57
    ... cash flows from operations, private and public sales of common and preferred shares and the use of bank loans. We believe that our available cash and cash flows generated from operations will be sufficient to satisfy our working capital, long-term debt and capital expenditure requirements for the...

  • Page 58
    ... and land acquisition costs at our printing facilities and $11.6 million were related to purchases of information technology and facility related assets. Cash used in investing activities in fiscal 2006 of $71.4 million was attributable to net purchases of short-term marketable securities of $43...

  • Page 59
    ...In November 2004, 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...

  • Page 60
    ... near term. A hypothetical 1% (100 basis-point) increase in interest rates would have resulted in an immaterial decrease in the fair values of our marketable securities at June 30, 2007. Foreign Currency Risk. As we conduct business in multiple currencies as a result of our worldwide operations, we...

  • Page 61
    ... Data Form 10-K 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...

  • Page 62
    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, 2007 and 2006, and the related consolidated statements of operations, ...

  • Page 63
    ... and web site development costs, net ...Patents ...Deferred tax asset ...Deposits, image licenses and other non-current assets ...Total assets ...Liabilities and shareholders' equity Current liabilities: Trade accounts payable...Accrued expenses...Deferred revenue...Current portion of long-term debt...

  • Page 64
    VISTAPRINT LIMITED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended June 30, 2007 2006 2005 (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) ...Loss ...

  • Page 65
    ...of common shares due to share option exercises ...Accretion of preferred shares ...Conversion of preferred shares into common shares ...Initial Public Offering, net of offering costs ...Share-based compensation expense ...Net income ...Currency Translation ...Unrealized loss on marketable securities...

  • Page 66
    ... of common shares due to share option exercises...Reversal of estimated accrued offering costs from initial public offering ...Tax benefits of employee stock transactions ...Share-based compensation expense ...Net income ...Currency translation ...Unrealized gain on marketable securities ...Total...

  • Page 67
    ... ...Sales of marketable securities ...Capitalization of software and website development costs...Net cash used in investing activities ...Financing activities Proceeds from issuance of long-term debt ...Repayments of long-term debt...Payment of deferred offering costs ...Net proceeds from public...

  • Page 68
    ... (the "Company"), is the leading online supplier of highquality graphic design services and customized printed products to small businesses and consumers worldwide. Through the use of proprietary Internet-based graphic design software, localized websites, proprietary order receiving and processing...

  • Page 69
    VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2007, 2006 and 2005 (in thousands, except share and per share data) Marketable securities consist primarily of asset-backed securities, investment-grade corporate bonds, U.S. government agency issues and ...

  • Page 70
    ... highly rated financial institutions. The risk with respect to accounts receivables is reduced by the Company's policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. One customer accounted for 42% of the Company's total accounts...

  • Page 71
    ... lease term or remaining life of the asset Form 10-K 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 Position...

  • Page 72
    ... LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2007, 2006 and 2005 (in thousands, except share and per share data) Revenue Recognition Customer orders are received via the Company's websites and are primarily paid for using credit cards, and also through direct...

  • Page 73
    ... and development expenses for the years ended June 30, 2007, 2006 and 2005 were $3,426, $1,519 and $678, respectively. Costs of information technology operations are expensed in the period in which they are incurred. Long-Lived Assets and Intangible Assets In accordance with SFAS No. 144, Accounting...

  • Page 74
    ...its operating subsidiaries. These agreements effectively result in VistaPrint Limited paying each of these subsidiaries for its costs plus a fixed mark-up. The Jamaican subsidiary's tax rate is zero because it is located in a tax free zone. Our Dutch, Canadian, Spanish and United States subsidiaries...

  • Page 75
    VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2007, 2006 and 2005 (in thousands, except share and per share data) calculated basic net income per share for the year ended June 30, 2006 using the two-class method for the first 91 days of the year since...

  • Page 76
    VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2007, 2006 and 2005 (in thousands, except share and per share data) The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share...

  • Page 77
    ... Note 10). The Company grants share options for a fixed number of shares to employees and certain other individuals with exercise prices as determined by the Board of Directors at the date of grant. Prior to July 1, 2005, the Company had accounted for grants under its plans using the recognition and...

  • Page 78
    ... French 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 expensed as...

  • Page 79
    ...financial statements. 3. Related-Party Transactions Since September 2005, the Company has produced 100% of its customer print orders at its internal manufacturing facilities. Prior to May 2005, the Company purchased all of its printed materials for the fulfillment of North American customers' orders...

  • Page 80
    ... date of April 2, 2011. Under the North American Supply Agreement, the Company was charged all direct and indirect costs incurred by Mod-Pac related to the printing of product for customers in North America, plus a 33% mark-up. On July 2, 2004, the Company signed a termination agreement with Mod-Pac...

  • Page 81
    ... a Dutch based bank. The borrowings were used to finance the construction of the Company's printing facility located in Venlo, the Netherlands. The Company had $5,837 and $5,793 outstanding under the Credit Agreement as of June 30, 2007 and 2006. The loan is secured by a mortgage on the land and...

  • Page 82
    ... 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 near Windsor...

  • Page 83
    VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2007, 2006 and 2005 (in thousands, except share and per share data) 6. Accrued Liabilities Accrued liabilities included the following: Year Ended June 30, 2007 2006 Form 10-K Accrued advertising costs......

  • Page 84
    ... adjustments in the event of future issuances of dilutive securities or sales of shares at below current market price. Redemption Rights Prior to conversion into common shares, the Series A Shares were classified outside of shareholders' equity due to a redemption provision that existed prior to...

  • Page 85
    ...than $1,000 or borrow amounts exceeding $2,500; (5) change the size of the Board of Directors; (6) increase the number of shares reserved for issuance to employees, directors or contractors unless approved by the Board of Directors; or (7) change the principal business of the Company. Form 10-K 81

  • Page 86
    ... annual cumulative dividends of 8%, using the effective interest rate method over the period from issuance through the dates of redemption. 9. Initial Public Offering On September 29, 2005, the Company effected its IPO in which the Company sold 5,500,000 common shares at a price to the public...

  • Page 87
    ... CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2007, 2006 and 2005 (in thousands, except share and per share data) 10. Shareholders' Equity Share Options The Company's 2000-2002 Share Incentive Plan (the "2000-2002 Plan") provided for employees, officers, non-employee directors...

  • Page 88
    ... outstanding under the Directors' Plan. A summary of the Company's share option activity and related information for the year ended June 30, 2007 is as follows: 2007 WeightedAverage Exercise Price WeightedAverage Remaining Contractual Term (years) Options Aggregate Intrinsic Value Outstanding at...

  • Page 89
    VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2007, 2006 and 2005 (in thousands, except share and per share data) The following table represents weighted average price and life information about significant option groups outstanding at June 30, 2007: ...

  • Page 90
    ...- 239 504 (420) - - (420) $ 84 The following is a reconciliation of the standard U.S. statutory tax rate and the Company's effective tax rate: Year Ended June 30, 2007 2006 2005 U.S. federal statutory income tax rate ...State taxes ...Tax reserve reversal ...Valuation allowance utilized ...Foreign...

  • Page 91
    ...is subject to annual limitation under the change in share ownership rules of the Internal Revenue Code. The Company had foreign net operating losses carryforwards of approximately $2,500 that expire on dates up to and through 2027. The Company has corporate minimum tax credit carryforwards in Canada...

  • Page 92
    ...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 country-specific website through which the customer's order was transacted. The following table sets forth revenues and long-lived...

  • Page 93
    .... In October 2006, VistaPrint USA, Incorporated, entered into an operating lease for approximately 163,000 square feet of office space in Lexington, Massachusetts. The lease term for this space commenced on April 27, 2007 and expires on April 26, 2017. Future rental payments required under the lease...

  • Page 94
    ... change the term 'shipping and handling' to 'shipping and processing' on its websites, to provide all class members who purchase free 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...

  • Page 95
    ...Taylor Corporation, in the United States District Court for the District of Minnesota. The complaint in the lawsuit asserts that the defendants have infringed and continue to infringe three U.S. patents owned by VistaPrint Technologies Limited related to browser-based tools for online product design...

  • Page 96
    VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2007, 2006 and 2005 (in thousands, except share and per share data) 16. Allowance for Doubtful Accounts The Company offsets gross trade accounts receivable with an allowance for doubtful accounts. The ...

  • Page 97
    ...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, including its principal executive and principal financial officers...

  • Page 98
    ... financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management...

  • Page 99
    ... with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of VistaPrint Limited as of June 30, 2007 and 2006 and the related consolidated statements of operations, redeemable convertible preferred shares and shareholders' equity (deficit...

  • Page 100
    ... in Internal Control Over Financial Reporting No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2007 that have materially affected, or are reasonably likely to materially...

  • Page 101
    ... to our definitive proxy statement for our 2007 Annual General Meeting of Shareholders under the section captioned "Executive Officer Compensation." Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item pursuant...

  • Page 102
    ... of Exhibits. The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Annual Report on Form 10-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 103
    ... by the undersigned, thereunto duly authorized. August 28, 2007 VISTAPRINT LIMITED By: /S/ ROBERT S. KEANE Robert S. Keane Chief Executive Officer Form 10-K Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of...

  • Page 104

  • Page 105
    ...Form of Confidential Information and Non-Competition Agreement between VistaPrint USA, Incorporated and each of Robert S. Keane, Janet F. Holian, Wendy Cebula and Alexander Schowtka Form of Restricted Share Unit Agreement under Amended and Restated 2005 Equity Incentive Plan Form of Restricted Share...

  • Page 106
    ... 10.32(7)* Executive Retention Agreement dated January 3, 2007 among VistaPrint USA, Incorporated, VistaPrint Limited and Wendy Cebula. 10.33* 23.1 31.1 31.2 32.1 Amendment to the 2005 Non-Employee Director Share Option Plan Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm...

  • Page 107
    ... September 30, 2005 June 30, 2006 June 30, 2007 VistaPrint Limited ...NASDAQ Composite ...RDG Internet Composite...* 100.00 100.00 100.00 175.34 101.98 119.17 250.82 123.22 134.34 $100 invested on 9/30/05 in stock or index-including reinvestment of dividends. Fiscal year ending June 30.

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    Proxy Statement VistaPrint NOTICE AND PROXY STATEMENT 2007

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    ... Annual General Meeting if you do not attend in person. Please review the instructions on the enclosed proxy card regarding each of your voting options. Thank you for your ongoing support of and continued interest in VistaPrint. Sincerely, Proxy Statement ROBERT S. KEANE President, Chief Executive...

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    ... your proxy at any time before the polls close at the annual meeting by following the procedures described in the accompanying proxy statement. All shareholders are cordially invited to attend the annual meeting. By order of the Board of Directors, APPLEBY CORPORATE SERVICES (BERMUDA) LTD. Assistant...

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    ...Compensation Committee ...Nominating and Corporate Governance Committee ...Communicating with the Independent Directors ...Report of the Audit Committee ...Certain Relationships and Related Transactions ...Policies and Procedures for Related Party Transactions ...INFORMATION ABOUT EXECUTIVE OFFICERS...

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    ... Role of the Company Executives in the Compensation Process ...Chief Executive Officer Compensation ...Share Ownership Guidelines ...Report of the Compensation Committee ...Summary Compensation Table ...Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2007 ...Outstanding Equity Awards...

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    ... our Annual Report on Form 10-K for the fiscal year ended June 30, 2007 as filed with the United States Securities and Exchange Commission, except for exhibits, will be furnished without charge to any shareholder upon written request to VistaPrint Limited, c/o VistaPrint USA, Incorporated, Attention...

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    ... the annual meeting, shareholders will consider and act on the following matters: 1. To elect two members to our Board of Directors to serve as Class II directors for a term of three years. 2. To ratify and approve the appointment of Ernst & Young LLP as our independent registered public accounting...

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    ... admitted to the meeting on November 2, 2007. To be able to vote your shares held in street name at the meeting, you will need to obtain a proxy card from the holder of record. What constitutes a quorum? In order for business to be conducted at the annual meeting with respect to a particular matter...

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    ...in our quarterly report on Form 10-Q for the second quarter of fiscal 2008, which we expect to file with the Securities and Exchange Commission in February 2008. How and when may I submit a shareholder proposal, including a shareholder nomination for director, for the 2008 annual general meeting? If...

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    ... Form 10-K for the fiscal year ended June 30, 2007 is available on our website at www.vistaprint.com. If you would like a copy of our Annual Report, we will send you one without exhibits at no charge. Please contact: VistaPrint Limited c/o VistaPrint USA, Incorporated 95 Hayden Avenue Lexington, MA...

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    ...our proxy statement and annual report to shareholders may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of either document to you if you contact us at the following address or telephone number: VistaPrint Limited, c/o VistaPrint USA, Incorporated...

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    ... (1) Unless otherwise indicated, the address of each director and executive officer listed is c/o VistaPrint USA, Incorporated, 95 Hayden Avenue, Lexington, MA 02421. (2) For each person, the "Number of Shares Beneficially Owned" column may include common shares attributable to the person because...

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    ... vested restricted share units and share options exercisable) within 60 days after August 31, 2007 by the shareholder. (4) The number of shares reflected as beneficially owned by Janus Capital Management LLC is based upon information provided in a Schedule 13G/A filed by Janus Capital Management LLC...

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    ... with New England Business Service, Inc., a provider of products and services to small businesses, most recently serving as Chief Executive Officer, President, Chief Operating Officer and director. Mr. Riley is a certified public accountant. Class I Directors (Terms Expire at the 2009 Annual General...

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    ..., Director since September 2005 Mr. Ciporin, age 49, has served as a Venture Partner at Canaan Partners, a venture capital firm, since March 2007. From January 1999 through June 2005, Mr Ciporin served as the Chief Executive Officer of Shopping.com Ltd., a publicly-traded comparison shopping service...

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    ... and our Code of Business Conduct and Ethics at www.vistaprint.com or by writing to: Investor Relations Department VistaPrint USA, Incorporated 95 Hayden Avenue Lexington, MA 02421 Email: [email protected] Determination of Independence Under Nasdaq rules, directors only qualify...

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    ... impact on VistaPrint. Management keeps the directors informed of Company activity through regular written reports and presentations at Board of Directors and committee meetings. The Board of Directors met four times in person in fiscal 2007. During fiscal 2007, each of our directors who served...

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    ...; reviewing and approving all related party transactions; in conjunction with our Chief Executive Officer, evaluating the performance of our Chief Financial Officer; meeting independently with our independent registered public accounting firm and management; and preparing the Audit Committee report...

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    ... and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in VistaPrint's Annual Report on Form 10-K for the fiscal year ended June 30, 2007...

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    ...4,000 shares held in custodial accounts for the benefit of Mr. Page's minor children. Policies and Procedures for Related Party Transactions In August 2007, our board of directors adopted a written related person transaction policy to set forth the policies and procedures for the review and approval...

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    ... approval granted by the audit committee, if any, and that all required disclosures regarding the related person transaction are made. Transactions involving compensation of executive officers will be reviewed and approved by the compensation committee in the manner specified in the charter of the...

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    ... served as director of database marketing and analysis at MotherNature.com, an online provider of personal health care products. She also spent three years prior to that working in marketing analytics and management at Partner's First, a direct to consumer financial services company. Ms. Cebula...

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    ... is 41 years old. Ms. Holian has served as Executive Vice President and Chief Marketing Officer of VistaPrint USA, Incorporated since July 2000. From January 1999 to June 2000, Ms. Holian served as Vice President, Corporate Marketing at Andover.Net, a Linux and Open Source technology portal. Prior...

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    ... year 2007 review, Pearl Meyer analyzed base salary, target total cash compensation, actual total cash compensation, long-term incentive compensation, target total direct compensation and actual total direct compensation of the named executive officers as compared to two peer groups of companies...

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    ... consisted of publicly traded firms based upon annual revenue, industry, rate of growth, and market capitalization comparable to those of VistaPrint at the time of review. The Compensation Committee also analyzed and reviewed the results of a second, "aspirational" comparison peer group in order to...

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    ... the named executive officers to manage the company in a manner that is consistent with our long term interests and those of our shareholders, as share options will generate returns for executives only if our share price increases. However, because of the change to the accounting treatment of share...

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    ... align the employees' interests with those of our shareholders and serve as a retention tool. The restricted unit awards vest ratably over a four year period. Timing of Grants Share option awards to our named executive officers are granted annually in conjunction with the review of their individual...

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    ..., if Mr. Keane is required to pay any excise tax as a result of certain compensation payments made to him, or benefits obtained by him (such as the acceleration of options), contingent upon a change in ownership or control of VistaPrint under Section 280G of the Internal Revenue Code of 1986, as...

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    ... column represent the value of stock options and restricted share units upon the applicable triggering event described in the first column, based on a closing price of $38.25 on the last trading day of fiscal 2007, June 29, 2007. (4) Amounts reported in this column represent the estimated cost of...

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    ... 1, 2007. For the year ended June 30, 2006, we recorded a share-based compensation charge of $3,237,000 related to this modification of the terms of the February 2004 share option grant. The Role of Company Executives in the Compensation Process Although the compensation process is managed and...

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    ... We do not require but encourage our named executive officers and directors to own our common shares. Report of the Compensation Committee The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on the...

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    ...bonus payment from a previous employer. (9) Amounts represent the matching contributions under VistaPrint USA's 401(k) deferred savings retirement plan on behalf of the Named Executive Officers. (10) Includes $298,309 in compensation expense related to an option grant made to Ms. Drapeau at the time...

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    ... table contains information regarding awards granted to each of the Named Executive Officers during the fiscal year ended June 30, 2007. Grants of Plan-Based Awards All Other Share Awards: Number of Shares or Units (2)(#) All Other Option Awards: Number of Securities Underlying Options (3)(#) Name...

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    ... The bonus payments under Non-Equity Incentive Plan Compensation in the Summary Compensation Table above represent above target payouts on an aggregated annual basis for fiscal 2007. As discussed in CD&A and tables above, each of our Named Executive Officers were issued their annual equity incentive...

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    ... Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Un-exercisable Share Awards Number Market of Shares Value of or Units Shares or that Units That Have Not Have Not Vested Vested (2)(#) (3)($) Name Option Exercise Price (1)($) Option Expiration Date Robert Keane...

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    ...Shares Vested The following table contains information with respect to option exercises and shares vested on an aggregated basis during the fiscal 2007 for each of our Named Executive Officers. Option Awards Number of Shares Acquired on Value Realized Exercise on Exercise (#) ($) Name Robert Keane...

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    ...to the Company, as well as the skill-level required by us of members of our Board of Directors. Mr. Keane was the only director during fiscal 2007 who was also an employee of VistaPrint and, since he was a Named Executive Officer, his compensation is set forth in the Summary Compensation Table under...

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    ...-Employee Directors' Share Option Plan, as amended, will be the fair market value of VistaPrint Limited common shares on the date of grant. The fair market value of each share option and restricted share unit is determined by the board of directors using a generally accepted option pricing valuation...

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    ... that had one or more executive officers serving as a member of our Board of Directors or Compensation Committee. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of June 30, 2007 about the securities issued, or authorized for future...

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    ...the review of our financial statements and that are not reported under "Audit Fees." These services relate to the audit of our 401(k) plan and fees for access to certain online applications. (4) Tax fees and expenses consisted of fees and expenses for tax compliance (including tax return preparation...

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    ... vote instruction form. Management hopes that shareholders will attend the meeting. Whether or not you plan to attend, you are urged to complete, date, sign and return the enclosed proxy card in the accompanying postage-prepaid envelope (or submit your proxy to vote your shares over the Internet or...

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    ... 8 5928 LW Venlo The Netherlands Janet Holian Executive Vice President and Chief Marketing Officer Board of Directors Robert Keane Chairman of the Board, President and Chief Executive Officer North American Printing Operations VistaPrint North American Services Corp. 447 Advance Boulevard...

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    ... | www.VistaPrint.jp NETHERLANDS | www.VistaPrint.nl NEW ZEALAND | www.VistaPrint.co.nz NORWAY | www.VistaPrint.no SPAIN | www.VistaPrint.es SWEDEN | www.VistaPrint.se SWITZERLAND | www.VistaPrint.ch UNITED KINGDOM | www.VistaPrint.co.uk UNITED STATES | www.VistaPrint.com VistaPrint Limited | Canon...