Vistaprint 2008 Annual Report Download

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VistaPrint is the small business marketing company that served
over six million customers in its 2008 fiscal year. VistaPrint offers
small businesses everything they need to market their businesses
with brand identity and promotional products, marketing services
and electronic marketing solutions.
ANNUALREPORT
NOTICE OF ANNUAL GENERAL MEETING | PROXY STATEMENT
2008

Table of contents

  • Page 1
    ... STATEMENT VistaPrint is the small business marketing company that served over six million customers in its 2008 fiscal year. VistaPrint offers small businesses everything they need to market their businesses with brand identity and promotional products, marketing services and electronic marketing...

  • Page 2
    Continued strong revenue growth...Annual Revenues In Millions Annual Order Volume In Millions {OHGWRVWURQJoQDQFLDOUHVXOWV Annual Net Income In Millions Earnings Per Share (EPS)

  • Page 3
    ... product quality, delivery timeliness and customer service, advanced the scope and sophistication of our marketing activities and our technologies, and invested in facilities expansion worldwide. ‰ We announced a new business-unit organizational structure to better address our North American...

  • Page 4

  • Page 5
    ...: Title of Each Class Name of Exchange on Which Registered Common Shares, $.001 par value Nasdaq Global Select Market The following document is the VistaPrint Limited Annual Report on Form 10-K for the fiscal year ended June 30, 2008, which was filed with the Securities and Exchange Commission on...

  • 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, Executive Officers and Corporate Governance...Executive Compensation ...Security...

  • Page 7
    ...." Overview We are a leading on-line provider of coordinated portfolios of customized marketing products and services to small businesses worldwide. We offer a broad spectrum of complementary products and services ranging from printed business cards, brochures and post cards to apparel, invitations...

  • Page 8
    ...than 10 employees in the United States, Canada, and the European Union and that that these small businesses undergo frequent changes with many forming and dissolving each year, creating a large market for business identity products and services in addition to marketing products and services. We also...

  • Page 9
    ...their home or office. Our pre-production and production technologies efficiently process and aggregate customer orders, prepare orders for high quality production and manage production, addressing and shipment of these orders. We use our marketing technologies to test changes to our websites and new...

  • Page 10
    ... businesses, which can often be as few as a single unit. At the same time our high volume, highly automated production facilities produce small quantity orders at low cost, allowing us to sell at low prices. Portfolios of Coordinated Marketing Products and Services Our proprietary, web-based design...

  • Page 11
    ... custom printed hats rubber stamps t-shirts car door magnets decals graphic design services refrigerator magnets mailing services logo design website design and hosting caricature content lawn signs High Quality Printing We use one of the highest quality commercial printing processes in the market...

  • Page 12
    ... customers and to attract customers seeking different products and services. Address Additional Markets We intend to target the following additional business opportunities: ‰ Expand Global Reach-For the fiscal year ended June 30, 2008, revenue generated from non-United States websites accounted...

  • Page 13
    ...on the small business market, we believe that our customer support, sales and design services, and low 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...

  • 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. Our Internet-based, remote, real-time, co-creativity and project management application and...

  • 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
    ... number of customer visits, orders, and product and service offerings. This Internet-based architecture makes our applications highly scalable and offers our customers fast system responsiveness when editing document designs. Our pre-press and print production technologies for aggregating print jobs...

  • Page 17
    ... customer service and design employees as of June 30, 2008. Using our proprietary design software applications, combined with voice over internet protocol telephone transmission technology and call center management tools, we believe our agents and designers provide a high quality customer service...

  • Page 18
    ... using the Internet, e-mail, and traditional direct marketing mailings. Through channels such as our own permission-based outbound emails and direct URL type-in, we are able to secure orders at low costs. In addition, many of the products that we offer our customers contain the VistaPrint logo...

  • Page 19
    ... and seek to partner with companies that have large numbers of well established small business customer relationships. For example, we have developed a scalable capability to address the market of customers who choose to order customized products and services through retail environments such as...

  • Page 20
    ...the Terms of Use posted on each 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...

  • Page 21
    ...We are aware of scores of online print shops that provide printing products and services similar to ours. Further, we are aware of many online businesses that offer some limited custom printing services; ‰ other website design and hosting companies such as United Internet, Web.com and GoDaddy; and...

  • Page 22
    ... information statements and other information regarding issuers, such as VistaPrint Limited, that file electronically with the Commission. The address of this website is http://www.sec.gov. We make available, free of charge through our United States website our Annual Reports on Form 10-K, Quarterly...

  • Page 23
    ... customers from purchasing from us include: ‰ concerns about buying graphic design services and printed products without face-to-face interaction with sales personnel; ‰ the inability to physically handle and examine product samples; ‰ delivery time associated with Internet orders; 19 Form...

  • Page 24
    ... products and services on the Internet, we face significant competition from graphic design and printing companies marketing to small businesses who also seek to establish strong brands. If we are unable to successfully promote the VistaPrint brand, we may fail to increase our revenues. Customer...

  • Page 25
    ...costs; ‰ the costs to produce our products and to provide our services; ‰ our pricing and marketing strategies and those of our competitors; ‰ improvements to the quality, cost and convenience of desktop printing; ‰ costs of expanding or enhancing our technology or websites; ‰ compensation...

  • Page 26
    ... including longer operating histories, greater brand recognition, existing customer and supplier relationships, and significantly greater financial, marketing and other resources. Many of our competitors work together. For example, Taylor Corporation sells printed products through office superstores...

  • Page 27
    ... competitors from advertising to, and directly competing for, customers who search on the term "VistaPrint" on U.S. search engines. Various private 'spam' blacklisting or similar entities have in the past, and may in the future, interfere with our e-mail solicitation, the operation of our websites...

  • Page 28
    ... sale of additional products and services to those customers and our ability to increase our revenue and to improve our results of operations could be adversely affected. Interruptions to our website operations, information technology systems, production processes or customer service operations as...

  • Page 29
    ... 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 and results of operations. The development of our business since the launch of the VistaPrint.com website...

  • Page 30
    ... 1,450 permanent employees and over 140 temporary employees as of June 30, 2008. As of June 30, 2008, we have website operations, offices, marketing, manufacturing research and development and production facilities and customer support centers in Bermuda, the United States, the Netherlands, Spain...

  • Page 31
    ... the United States and from our website operations in Bermuda. Since that time, we have expanded our business to include operations in seven different countries. For example, we operate printing facilities in Venlo, the Netherlands and Windsor, Ontario, Canada, a customer support, sales and service...

  • Page 32
    ... parties may attempt to copy aspects of our trademarks, our websites features and functionalities or to obtain and use information that we consider proprietary, such as the technology used to operate our websites and our production operations. As of June 30, 2008, we held 17 issued United States...

  • Page 33
    ... the United States District Court for the District of Minnesota alleging infringement by 123Print, Inc. and Drawing Board (US), Inc. of certain U.S. patents owned by VistaPrint Technologies Limited, and subsequently expanded the lawsuit to include Taylor Strategic Accounts, Inc., a related party to...

  • 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
    ... increase, which 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 human-based review of content. Although our websites' terms of use specifically require customers to represent...

  • Page 36
    ... card. We have in the past from time to time received complaints from our customers regarding certain of the membership discount programs offered on our websites. On July 29, 2008, July 31, 2008, August 25, 2008 and August 28, 2008, purported class action lawsuits were filed against VistaPrint USA...

  • Page 37
    ...revenue. We regularly offer free products and services as an inducement for customers to try our products and services. Although we believe that we conspicuously and clearly communicate all details and conditions of these offers-for example, that customers are required to pay shipping and processing...

  • Page 38
    ... we offer new payment options to our customers, we may be subject to additional regulations, compliance requirements, and fraud risk. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower...

  • Page 39
    ... 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 40
    ... 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 at least 10% of the total combined voting power of all classes of stock entitled to vote of the...

  • Page 41
    ... 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 42
    ... markets outside of North America. We have a technology development office in Winterthur, Switzerland. Our technology development, North American marketing, finance and administrative offices are located in Lexington, Massachusetts, United States. We operate a customer design, sales and service...

  • Page 43
    ...of Taylor Corporation, in the United States District Court for the District of Minnesota. The complaint 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. VistaPrint...

  • Page 44
    ... ordering products on our vistaprint.com website they were enrolled in certain membership discount programs operated by the Vertrue Defendants and that monthly subscription fees for the programs were subsequently charged directly to the credit or debit cards they used to make purchases on vistaprint...

  • Page 45
    ...Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Form 10-K 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...

  • Page 46
    ... 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 10-K, as amended. See the notes to the consolidated financial statements for an explanation of the method used to determine the number...

  • Page 47
    2008 2007 Year Ended June 30, 2006 (In thousands) Form 10-K 2005 2004 Consolidated Statements of Cash Flows Data: Capital expenditures ...Development of software and website ...Depreciation and amortization ...Cash flows from (used in) operating activities...Cash flows used in investing ...

  • Page 48
    ... our websites are hosted in secure co-location facilities in Devonshire, Bermuda. We own and operate printing facilities near Windsor, Ontario, Canada and in Venlo, the Netherlands, and we operate a customer design, sales and service center in Montego Bay, Jamaica, and a European marketing office in...

  • Page 49
    ... marketing and public relations activities. Advertising costs consist of various online and print media, such as the purchase of key word search terms, e-mail and direct mail promotions and various strategic alliances. Our advertising efforts target the acquisition of new customers and repeat orders...

  • Page 50
    .... The customer support operations provide phone and e-mail 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...

  • Page 51
    ... the product has been shipped and title and risk of loss transfers to the customer, the sales price is fixed or determinable 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...

  • Page 52
    ... 159 will have a material impact on our consolidated financial statements. In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141(R) Business Combinations ("SFAS 141(R)"). SFAS 141(R) states that all business combinations (whether full, partial or step acquisitions...

  • Page 53
    ... financial statements. Results of Operations The following table presents our historical operating results for the periods indicated as a percentage of revenue: Year Ended June 30, 2008 2007 2006 Form 10-K As a percentage of revenue: Revenue ...Cost of revenue ...Technology and development...

  • Page 54
    ...2007 to fiscal 2008 was primarily attributable to increases in sales of our small business marketing products. The overall growth during this period was driven by increases in website sessions, conversion rates and a positive impact from new product and service offerings. In addition our revenue was...

  • Page 55
    ..., increases in payroll and benefits related costs of $7.7 million, and increased share-based compensation costs of $0.5 million. During this period, we continued to expand our marketing organization and our design, sales and customer support operations. At June 30, 2008, we employed 594 employees in...

  • Page 56
    .... Share-based compensation costs decreased by $1.0 million during fiscal 2007 as compared to fiscal 2006. Fiscal 2006 included a charge of $3.2 million related to the modification of the vesting of options as the result of a transition agreement entered into with our then Chief Financial Officer. At...

  • Page 57
    ... or the need to reclassify as long-term investments. Subsequent to June 30, 2008, the Company sold $1.8 million of its auction rate securities in the Company's marketable securities portfolio at par. Operating Activities. Cash provided by operating activities primarily consists of net income...

  • Page 58
    ... of information technology and facility related assets. Cash used in investing activities in fiscal 2007 of $62.2 million was attributable primarily to capital expenditures of $62.8 million, net sales of marketable securities of $4.6 million, and capitalized software and website development costs of...

  • 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
    ..., VistaPrint North American Services Corp. amended its existing credit agreement with Comerica Bank to include an additional $10.0 million equipment term loan. The borrowings have been and will be used to finance new printing equipment purchases for the Windsor printing facility. The loan is secured...

  • Page 61
    ... 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, 2008. Foreign Currency Risk. As we conduct business in multiple international currencies through our worldwide operations...

  • Page 62
    Item 8. Financial Statements and Supplementary Data VISTAPRINT LIMITED INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Income ...Consolidated Statements of Redeemable Convertible ...

  • Page 63
    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, 2008 and 2007, and the related consolidated statements of income, ...

  • Page 64
    VISTAPRINT LIMITED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) June 30, 2008 2007 Assets Current assets: Cash and cash equivalents ...Marketable securities ...Accounts receivable, net of allowances of $213 and $148 at June 30, 2008 and 2007, respectively ...Inventory...

  • Page 65
    ... STATEMENTS OF INCOME (in thousands, except share and per share data) Year Ended June 30, 2008 2007 2006 Form 10-K Revenue ...Cost of revenue (1)...Technology and development expense (1)...Marketing and selling expense (1) ...General and administrative expense (1) ...Income from operations...

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

  • Page 67
    ...,012 Form 10-K 63 - $- - $- 44,279 Balance at June 30, 2007 ...Cumulative effect adjustment for accrued sabbatical ...Issuance of common shares due to share option exercises...RSUs awarded, net of shares withheld for taxes ...Tax benefits of employee share transactions ...Share-based compensation...

  • Page 68
    ...of marketable securities ...Sales of marketable securities ...Purchase of intangible assets ...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...

  • Page 69
    ... and promotional products, marketing services and electronic solutions. Through the use of proprietary Internet-based graphic design software, localized websites, proprietary order receiving and processing technologies and advanced computer integrated printing facilities, the Company offers a broad...

  • Page 70
    ... auction rate securities in the Company's marketable securities portfolio at par. Cash, cash equivalents and marketable securities consist of the following (in thousands): June 30, 2008 2007 Cash and cash equivalents...Marketable securities: Asset-backed securities ...Commercial paper ...Corporate...

  • Page 71
    ... table summarizes unrealized gains and losses related to our investments in cash equivalents and marketable securities at June 30, 2008 (in thousands): Book Value Gross Unrealized Losses Form 10-K Fair Value Cash and cash equivalents ...Marketable securities: Commercial paper ...Corporate...

  • Page 72
    ... 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 Position 98-1, Accounting...

  • Page 73
    ... consolidated statements of income. Revenue Recognition Customer orders are received via the Company's websites and are primarily paid for using credit cards, and also through direct bank debit, wire transfers and other payment methods. The Company recognizes revenue arising from sales of products...

  • Page 74
    ... data) 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 miscellaneous related costs. All advertising costs are expensed...

  • Page 75
    ... and the United States. VistaPrint Limited has entered into service agreements, which are also referred to as transfer pricing agreements, with each of its operating subsidiaries. These agreements effectively result in VistaPrint Limited paying each of these subsidiaries for its costs plus a fixed...

  • Page 76
    ... 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 two-class method for the first 91 days of the year since both classes of stock were outstanding during the period. Basic...

  • Page 77
    ... $ 0.45 Share-Based Compensation At June 30, 2008, the Company had three share-based compensation plans (see Note 8). 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...

  • Page 78
    ... expected life of options granted represents the period of time that options granted are expected to be outstanding. The Company uses historical data to estimate employee terminations and resulting forfeiture rates within the option pricing model. The risk-free interest rate for periods within the...

  • Page 79
    ... 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 incurred. The costs of purchasing patents from unrelated third parties are capitalized...

  • Page 80
    ...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 81
    ..., the Company elected a fixed rate option and the interest rate was fixed at 5.10% over the remaining term of the loan. The Credit Agreement with ABN AMRO requires the Company to cause VistaPrint B.V. to maintain tangible net worth at a minimum of 30% of VistaPrint B.V.'s adjusted balance sheet and...

  • Page 82
    ...equivalents. The Company and VistaPrint North American Services Corp. were in compliance with all loan covenants at June 30, 2008. Payments due on long-term debt, excluding interest related payments, during each of the five fiscal years subsequent to June 30, 2008, are as follows: 2009...2010...2011...

  • Page 83
    ... "Incentive Stock Options" or "Nonstatutory Options" under the applicable provisions of the U.S. Internal Revenue Code. The Amended and Restated 2005 Equity Incentive Plan (the "2005 Plan") provides for employees, officers, non-employee directors, consultants and advisors of the Company to receive...

  • Page 84
    ... future grant under the Directors Plan. A summary of the Company's share option activity and related information for the year ended June 30, 2008 is as follows: WeightedAverage Exercise Price WeightedAverage Remaining Contractual Term (years) Options Aggregate Intrinsic Value Outstanding at the...

  • Page 85
    VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2008, 2007 and 2006 (in thousands, except share and per share data) A summary of the Company's unvested restricted share unit activity and related information for the fiscal year ended June 30, 2008 is as ...

  • Page 86
    VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2008, 2007 and 2006 (in thousands, except share and per share data) The following is a reconciliation of the standard U.S. statutory tax rate and the Company's effective tax rate: Year Ended June 30, 2008 ...

  • Page 87
    ... of limitations are not closed for foreign tax jurisdictions. 11. Segment Information SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information regarding operating segments in annual financial statements and requires selected...

  • Page 88
    ... 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 country-specific website through which the customer's order was transacted. The following table sets...

  • Page 89
    ... requires a security deposit in the form of a letter of credit in the amount of $1,100. This amount is classified as restricted cash and is included in other assets in the consolidated balance sheet. Escalating rent payments and rent abatement are recognized on a straight-line basis over the term...

  • Page 90
    ...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 91
    ... that after ordering products on the Company's vistaprint.com website they were enrolled in certain membership discount programs operated by the Vertrue Defendants and that monthly subscription fees for the programs were subsequently charged directly to the credit or debit cards they used to make...

  • Page 92
    VISTAPRINT LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2008, 2007 and 2006 (in thousands, except share and per share data) The Company is not currently party to any other material legal proceedings. The Company is involved, from time to time, in various legal ...

  • Page 93
    ...TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2008, 2007 and 2006 (in thousands, except share and per share data) 15. Quarterly Financial Data (unaudited) Year Ended June 30, 2008 First Quarter Second Quarter Third Quarter Fourth Quarter Form 10-K Total revenue...Net income...

  • Page 94
    ...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 95
    ... 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 96
    ... accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of VistaPrint Limited as of June 30, 2008 and 2007 and the related consolidated statements of income, redeemable convertible preferred shares and shareholders' equity and...

  • Page 97
    ...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, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information...

  • Page 98
    ... code of business conduct and ethics that applies to our principal executive officer, principal financial or accounting officer, or persons performing similar functions, we intend to post information about such amendment or waiver on our website at www.vistaprint.com. Item 11. Executive Compensation...

  • Page 99
    .... The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Annual Report on Form 10-K, as amended. (c) Financial Statement Schedules. All schedules have been omitted because the information required to be set forth therein is not applicable or is shown...

  • Page 100
    ...dates indicated. Signature Title Date /s/ ROBERT S. KEANE Robert S. Keane Chairman of the Board, President and Chief Executive Officer (Principal executive officer) Chief Financial Officer (Principal financial and accounting officer) Director August 29, 2008 /s/ HARPREET GREWAL Harpreet Grewal...

  • Page 101
    ... and Restated 2005 Equity Incentive Plan Executive Officer FY 2009 Bonus Plan Executive Officer FY 2008 Bonus Plan Form of Executive Officer Indemnification Agreement Executive Retention Agreement among VistaPrint USA, Incorporated, the Registrant and Robert S. Keane dated as of December 1, 2004...

  • Page 102
    ...-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer Management contract or compensatory plan or arrangement Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-125470) and...

  • Page 103
    ... OF 33 MONTH CUMULATIVE TOTAL RETURN* Among VistaPrint Limited, The NASDAQ Composite Index And The RDG Internet Composite Index $300 $250 B $200 B $150 B E H $100 E B H H E E H $50 $0 9/05 6/06 6/07 6/08 VistaPrint Limited NASDAQ Composite RDG Internet Composite 9/30/05 6/30/06...

  • Page 104

  • Page 105
    Proxy Statement VistaPrint NOTICE AND PROXY STATEMENT 2008

  • Page 106

  • Page 107
    ...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 Officer and Chairman of the Board

  • Page 108

  • Page 109
    ...:00 pm (noon) (Atlantic Standard Time) and the following matters will be considered and acted upon at the annual meeting: (1) To elect to our Board of Directors to serve as Class III directors for a term of three years the two nominees named in the attached proxy statement; (2) To approve our Second...

  • Page 110

  • Page 111
    ... for director, for the 2009 annual general meeting? ...What are the costs of soliciting these proxies? ...Will the 2008 financial statements be presented to the annual meeting? ...How can I obtain an Annual Report on Form 10-K? ...Householding of Annual Meeting Materials ...SECURITY OWNERSHIP...

  • Page 112
    ... of the Company Executives in the Compensation Process ...Chief Executive Officer Compensation ...Share Ownership Guidelines ...Section 162(m) ...Report of the Compensation Committee ...SUMMARY COMPENSATION TABLE ...Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2008 ...Outstanding...

  • Page 113
    ..., 2008 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: Investor Relations, 95 Hayden Avenue, Lexington, MA 02421, USA...

  • Page 114
    ... our Board of Directors to serve as Class III directors for a term of three years the two nominees named in the proxy statement. 2. To approve our Second Amended and Restated Bye-laws; 3. To ratify and approve the appointment of Ernst & Young LLP as our independent registered public accounting firm...

  • Page 115
    ... at the location set forth in the accompanying Notice of 2008 Annual General Meeting, you may vote by delivering your completed proxy card in person or you may vote by completing a ballot. Ballots will be available at the meeting. Proxy Statement Can I change my vote after I have mailed my proxy...

  • Page 116
    ...be voted on? The Board of Directors does not know of any other matters that may come before the meeting. If any other matter properly comes before the meeting, the persons named in the proxy card that accompanies this proxy statement, whether you submit your proxy by mail, through the Internet or by...

  • Page 117
    ... Counsel VistaPrint USA, Incorporated 95 Hayden Avenue Lexington, MA 02421 USA What are the costs of soliciting these proxies? We will bear the costs of solicitation of proxies. We are initially soliciting these proxies by mail and e-mail, but our directors, officers and selected other employees may...

  • Page 118
    ...contact us at the following address or telephone number: VistaPrint Limited, c/o VistaPrint USA, Incorporated, Attention: Investor Relations Department, 95 Hayden Avenue, Lexington, MA 02421, 781-652-6480. If you want to receive separate copies of the proxy statement or annual report to shareholders...

  • Page 119
    ... Summary Compensation Table under the heading "Executive Compensation"; and all of our directors and executive officers as a group. Number of Common Shares Percent of Common Shares Beneficially Owned(2) Beneficially Owned(3) Name and Address of Beneficial Owner(1) Proxy Statement 5% Shareholders...

  • Page 120
    ...vested restricted share units and share options exercisable) within 60 days after August 31, 2008 by the shareholder. 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 with...

  • Page 121
    ... reports of changes in such ownership on a Form 4 or Form 5. Officers, directors and 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based on our review of copies of reports filed with the SEC and except as set forth in the above table...

  • Page 122
    ... Nominees for Class III Directors (Terms to Expire at the 2008 Annual General Meeting) ROBERT S. KEANE, Director since January 1995 Mr. Keane, age 45, is the founder of VistaPrint and has served as our President and Chief Executive Officer and Chairman of our Board of Directors since he founded the...

  • Page 123
    ... of positions 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. The Board of Directors recommends that you...

  • Page 124
    ... Lexington, MA 02421 Email: [email protected] Code of Business Conduct and Ethics We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer...

  • Page 125
    ...Board of Directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The Board of Directors' primary responsibility is to oversee the management of VistaPrint and, in so doing, serve the best interests of the Company...

  • Page 126
    ...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 included in this proxy statement. The Audit Committee met nine times during fiscal 2008...

  • Page 127
    ... an annual review by the Board of Directors with respect to succession planning for the Chief Executive Officer and other executive officers; reviewing the adequacy of our corporate governance guidelines; and overseeing an annual evaluation of the Board of Directors. The processes and procedures...

  • Page 128
    ... 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, 2008. The Audit Committee and Board of Directors also...

  • Page 129
    ... 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 or...

  • Page 130
    ...with the standards set forth in this policy after full disclosure of the related person's interests in the transaction. As appropriate for the circumstances, the audit committee will review and consider the related person's interest in the related person transaction; the approximate dollar value of...

  • Page 131
    ... a named executive officer in our 2008 fiscal year, so discussion regarding his compensation for fiscal year 2008 is not included under the caption "Executive Compensation." Proxy Statement Wendy Cebula ...President, VistaPrint North America Michael Giannetto ...Chief Financial Officer, effective...

  • Page 132
    ... of VistaPrint's European business unit since May 2008. From July 2000 through May 2008, Ms. Holian served as Executive Vice President and Chief Marketing Officer of VistaPrint USA, Incorporated. From January 1999 to June 2000, Ms. Holian served as Vice President, Corporate Marketing at Andover...

  • Page 133
    ... the Board of Directors. The Compensation Committee charter is available on our website at www.vistaprint.com under the heading "Investor Relations." The Compensation Committee establishes VistaPrint's compensation philosophy and programs and exercises oversight with respect to the payment of annual...

  • Page 134
    ..., consisting of companies whose annual revenues, growth rates and market capitalizations that would be comparable to VistaPrint in the future if VistaPrint achieved its current business objectives. The Compensation Committee reviewed the analysis of the aspirational peer group in order to forecast...

  • Page 135
    ... options is an effective way to motivate the CEO to manage the company in a manner that is consistent with our long term interests and those of our shareholders, as such compensation is fully at risk with share options generating returns for the CEO only if our share price increases. In fiscal 2008...

  • Page 136
    ...-term fluctuations in share price, which may be affected by general stock market conditions and other factors beyond the control of our named executive officers. Share Awards Granted Share Options and Restricted Share Units for Executives Equity compensation is a significant portion of each named...

  • Page 137
    ... US-based employees. The Compensation Committee believes that all US-based employees should have access to similar levels of health and welfare benefits. Participation in the plans offered requires employee contributions at an industry standard or better rate. As such, named executive officers have...

  • Page 138
    ... Agreements section of this document. The following table sets forth information on the potential payments to Named Executive Officers upon termination or change in control of the Company, assuming the termination or change of control took place on June 30, 2008. Note that, as discussed above, Mr...

  • Page 139
    ... last trading day of fiscal 2008, June 30, 2008. (4) Amounts reported in this column represent the estimated cost of providing employment related benefits during the period the named executive officer is eligible to receive those benefits as provided in the applicable executive retention agreement...

  • Page 140
    ... leadership of the company, maintenance of business ethics and effective governance, our revenue and profit growth, strategic planning and new product development and enhancement of shareholder value. For fiscal 2008, the Compensation Committee targeted total target cash compensation for our CEO...

  • Page 141
    ..., after taking into account changing business conditions or the officer's performance. Although the compensation committee considers the impact of Section 162(m) when administering VistaPrint's long-term compensation plans, it does not make decisions regarding executive compensation based solely on...

  • Page 142
    ... Officers). Salary ($) Bonus ($)(6) Share Awards ($)(7) Option Awards ($)(7) Non-Equity Incentive Plan All Other Compensation Compensation ($)(8) ($) Total ($) Name and Principal Position Year Robert Keane, ...2008 400,000 President, Chief Executive 2007 337,050 Officer and Chairman of the Board...

  • Page 143
    ...2008 Bonus Plan and the Executive Officer Fiscal Year 2007 Bonus Plan, as applicable. (9) The amounts reported in this column represent payment of health club membership fees. (10) The amounts reported in this column represent the matching contributions under VistaPrint USA's 401(k) deferred savings...

  • Page 144
    ...Equity Incentive Plan. Robert Keane was issued share options with an exercise price of $34.87 which was equal to the closing price of our common shares on May 2, 2008. In May 2008, each of the other Named Executives Officers, other than Mr. Grewal and Ms. Drapeau was issued restricted share units as...

  • Page 145
    ...the closing market price of our common shares on the NASDAQ Global Select Market on June 30, 2008, the last trading day of fiscal 2007, or $26.76, by the number of restricted share units. Option Exercises and Shares Vested The following table contains information with respect to option exercises and...

  • Page 146
    ...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 2008 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...

  • Page 147
    .... The exercise price of the options granted under our 2005 Non-Employee Directors' Share Option Plan, as amended, will be the fair market value of VistaPrint Limited common shares on the date of grant. For the purposes of determining the number of share options and restricted share units to be...

  • Page 148
    ..., will permit us to take advantage of the SEC's new "notice and access" rules to post notices of shareholder meetings and proxy statements and other documents to be sent by electronic means. These mechanisms could help us save on printing and postage costs and may be found to be more convenient for...

  • Page 149
    ...LLP, independent registered public accounting firm, as our auditors for the fiscal year ending June 30, 2009. If this proposal is not approved by our shareholders at the annual meeting, our Audit Committee will reconsider its selection of Ernst & Young LLP. Our Board of Directors recommends that you...

  • Page 150
    ...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...

  • Page 151
    ...your bank or brokerage firm on your vote instruction form. Proxy Statement 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...

  • Page 152

  • Page 153
    ... Restated Bye-Laws are a true copy of the Second Amended and Restated Bye-Laws of VistaPrint Limited as adopted by the Shareholders thereof at the Annual General Meeting held on [ ], 2008 with effect as of [ ], 2008 in place of those originally adopted on 19 April 2002, as amended on 19 August 2003...

  • Page 154
    ..., Gratuities and Pensions Delegation of the Board's Powers Proceedings of the Board Officers Minutes Secretary and Resident Representative The Seal Dividends and Other Payments Reserves Capitalisation of Profits Record Dates Accounting Records Audit Service of Notices and Other Documents Destruction...

  • Page 155
    ...Company" means the company incorporated in Bermuda under the name of VistaPrint Limited on 19 April 2002; "Director" means such person or persons as shall be appointed to the Board from time to time pursuant to these Bye-Laws; "Indemnified Person" means any Director, Officer, Resident Representative...

  • Page 156
    ..., any Director holding executive office and any local or divisional Board, manager or agent of the Company to which or, as the case may be, to whom the power in question has been delegated; no power of delegation shall be limited by the existence or, except where expressly provided by the terms of...

  • Page 157
    ... OFFICE 2. The Registered Office shall be at such place in Bermuda as the Board shall from time to time appoint. SHARE CAPITAL 3. 3.1 The authorised share capital of the Company at the date of adoption of these Bye-Laws is U.S.$500,500.00 divided into 500,000,000 Common Shares of par value...

  • Page 158
    ... and/or, if authorised by the Memorandum of Association of the Company, at the option of the holder. 3.5 The terms and manner of the redemption of any redeemable shares created pursuant to Bye-Law 3.3 shall be as the Board may by resolution determine before the allotment of such shares and the...

  • Page 159
    ... of the Company (whether forming part of the original capital or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the...

  • Page 160
    ...for share or loan capital or other securities of the Company (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms and conditions for the time being relating thereto otherwise provide, be in such form as the Board may determine, and...

  • Page 161
    ...may sell, in such manner as the Board may think fit, any share on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of...

  • Page 162
    ...or' by way of premium) and not by the terms of issue thereof made payable at a date fixed by or in accordance with such terms of issue, and each Shareholder shall (subject to the Company serving upon him at least fourteen (14) days notice specifying the time or times and place of payment) pay to the...

  • Page 163
    ... forfeiture, sale, re-allotment or disposal of the share. 29. 30. Proxy Statement 31. 32. REGISTER OF SHAREHOLDERS 33. The Register shall be kept at the Registered Office or at such other place in Bermuda as the Board may from time to time direct, in the manner prescribed by the Companies Acts...

  • Page 164
    ... every working day. TRANSFER OF SHARES 36. Subject to the Companies Acts and to such of the restrictions contained in these Bye-Laws as may be applicable, any Shareholder may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other form which the Board...

  • Page 165
    ... Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under Bye-Laws 40, 41 and 42. 42. Proxy Statement 43. INCREASE OF CAPITAL 44. 45. The Company may from time to time increase its capital by such sum to be divided into shares of such par value...

  • Page 166
    ... or consent required by law or these Bye-Laws, the Company may from time to time by Resolution authorise the reduction of its issued share capital or any share premium account in any manner. 50. In relation to any such reduction, the Company may by Resolution determine the terms upon which...

  • Page 167
    ... provisions of these Bye-Laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company and to each Director, and to any Resident Representative who or which has delivered a written notice upon the Registered Office requiring that such notice be sent to...

  • Page 168
    ... quorum. The Company shall give not less than ten (10) clear days notice of any meeting adjourned through want of a quorum and such notice shall state that the sole Shareholder or, if more than one, two Shareholders present in person or by proxy and entitled to vote and representing the holders of...

  • Page 169
    ...it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. Proxy Statement 63. 64. VOTING 65. Save where a greater majority is required by the Companies Acts or these Bye-Laws, any question proposed for consideration at any general...

  • Page 170
    ...names stand in the Register in respect of the joint holding. Subject to Bye-Law 75, a Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of whom an order has been made by any Court having jurisdiction for the protection or management...

  • Page 171
    ... to it. Subject to Bye-Law 80, the instrument appointing a proxy or corporate representative together with such other evidence as to its due execution as the Board may from time to time require, shall be delivered at the Registered Office (or at such place or places as may be specified in the notice...

  • Page 172
    ...or other powers and authorities of Directors of different classes; the classifications are solely for the purposes of the retirement by rotation provisions set out in Bye-Law 86. All Directors will be designated as either class I, class II or class III Directors. The Board shall from time to time by...

  • Page 173
    ... information relating to such person that is required to be disclosed in solicitations for proxies for the election of Directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934 of the United States of America...

  • Page 174
    ... interested; and be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is interested. The Board may also cause the voting power conferred by the shares in...

  • Page 175
    ... of the Companies Acts and these Bye-Laws the Board shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company not required by the Companies Act to be exercised by the shareholders in general...

  • Page 176
    ...time of any stock exchange on which the shares of the Company are listed, the Board shall appoint an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee in accordance with the requirements of such stock exchange. The Board also may delegate any of its powers...

  • Page 177
    ... Representative shall, upon delivering written notice of an address for the purposes of receipt of notice to the Registered Office, be entitled to receive notice of, attend and be heard at and to receive minutes of all meetings of the Board. 104. So long as a quorum of Directors remains in office...

  • Page 178
    ... in such revocation or termination. Save as provided in the Companies Acts or these Bye-Laws, the powers and duties of the Officers of the Company shall be such (if any) as are determined from time to time by the Board. 113. A Director' appointed to an executive office shall not ipso facto cease to...

  • Page 179
    ...117.3.1 a Director; or 117.3.2 the Secretary; or 117.3.3 any one person authorised by the Board for that purpose. Proxy Statement DIVIDENDS AND OTHER PAYMENTS 118. The Board may from time to time declare dividends or distributions out of contributed surplus to be paid to the Shareholders according...

  • Page 180
    ... the discretion of the Board, be applicable for any purpose of the Company and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit. The Board may also without placing...

  • Page 181
    ... proper records of account in accordance with the Companies Acts. 131. The records of account shall be kept at the Registered Office or at such other place or places as the Board thinks fit, and shall at all times be open to inspection by the Directors or a Resident Representative, PROVIDED that if...

  • Page 182
    ...; 134.1.4 by, where applicable, by sending it by email or facsimile or other mode of representing or reproducing words in a legible and non-transitory form or by sending an electronic record of it by electronic means, in each case to an address or number supplied by such Shareholder for the purposes...

  • Page 183
    ... of such publication shall be deemed to have been delivered to such Shareholder, and in proving such service or delivery, it shall be sufficient to prove that the notice or document was properly addressed and stamped and put in the post, published on a website in accordance with the Companies Acts...

  • Page 184
    ...proceeds and shall enter the name of such former Shareholder or other person in the books of the Company as a creditor for such amount- No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money...

  • Page 185
    ... the advance payment of other fees or other costs) or effecting such discharge. 143. Each Shareholder and the Company agree to waive any claim or right of action he or it may at any time have, whether individually or by or in the right of the Company, against any Indemnified Person on account of any...

  • Page 186
    ... and 141, the Board shall have the power to purchase and maintain insurance for or for the benefit of any Indemnified Person or any persons who are or were at any time Directors, Officers, employees of the Company, or of any other company which is its holding company or in which the Company or such...

  • Page 187
    ... VistaPrint North America VistaPrint North American Services Corp. 447 Advance Boulevard Windsor, Ontario N8N 5G8 Canada Corporate Counsel WilmerHale 60 State Street Boston, MA 02109 USA Phone: +1-617-526-6000 Board of Directors Robert Keane Chairman of the Board VistaPrint Jamaica Limited Data...

  • Page 188
    ... NETHERLANDS | www.VistaPrint.nl NEW ZEALAND | www.VistaPrint.co.nz NORWAY | www.VistaPrint.no POLAND | www.VistaPrint.pl SPAIN | www.VistaPrint.es SWEDEN | www.VistaPrint.se SWITZERLAND | www.VistaPrint.ch UNITED KINGDOM | www.VistaPrint.co.uk UNITED STATES | www.VistaPrint.com www.VistaPrint.com