Vistaprint 2007 Annual Report Download - page 84

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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 principal rights of the Series A Shares were as follows:
Dividend Rights
The Series A Shares were not entitled to dividends. However, prior to the conversion of the
Series A shares into common shares, the Company could not declare or pay any dividends or
distributions on common shares unless it paid a dividend on the Series A Shares equal to the
amount per share payable with respect to the common shares multiplied by the number of whole
common shares into which the Series A Shares were then convertible.
Liquidation Rights
In the event of any voluntary or involuntary liquidation of the Company, before any
distribution or payment is made to the holders of common shares but after payment to holders of
Series B Shares (see Note 8), prior to conversion into common shares, the holders of the
Series A Shares were entitled to receive the greater of (1) $1.43 per share, plus dividends
declared but unpaid or (2) the amount that the Series A Shares would have received had they
converted to common shares.
Voting Rights
Prior to conversion into common shares, holders of the Series A Shares were entitled to
vote a number of votes equal to the number of common shares into which the Series A Shares
were convertible.
Conversion Rights
The Series A Shares were convertible into common shares at any time at a conversion ratio
determined based upon the original per share issuance price of Series A Shares of $1.30 per
share divided by an initial conversion price of $1.30. The conversion ratio was subject to certain
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 the conversion into
common shares.
Prior to conversion into common shares, the Series A Preferred Shares were 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 Shares (the “Series B Shares”) for $4.11 each, for total consideration of $30,165.
80