Vistaprint 2009 Annual Report Download

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2009
ANNUALREPORT
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
Vistaprint is the small business marketing
company that served eight million
customers in its 2009 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.

Table of contents

  • Page 1
    ... marketing company that served eight million customers in its 2009 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. 2009 ANNUALREPORT NOTICE OF ANNUAL...

  • Page 2
    ... Financial and Operating Performance Annual Revenue U.S. Dollars in Millions Unique Customers Purchasing During Fiscal Year In Millions 8.0 $515.8 6.2 $400.7 Non-U.S. U.S. $255.9 2.7 $152.1 $90.9 2.0 4.1 FY 2005 FY 2006 FY 2007 FY 2008 FY 2009 FY 2005 FY 2006 FY 2007 FY 2008 FY 2009...

  • Page 3
    ..., we are well-positioned to deliver jaw-dropping value propositions for our customers, great financial returns for our investors, and highly rewarding careers for our employees. At the beginning of fiscal 2010, I am more convinced than ever that Vistaprint continues to have a significant opportunity...

  • Page 4

  • Page 5
    ... (Exact Name of Registrant as Specified in Its Charter) Vistaprint N.V. The Netherlands (State or Other Jurisdiction of Incorporation or Organization) 98-0417483 (I.R.S. Employer Identification No.) Hudsonweg 8 5928 LW Venlo The Netherlands (Address of Principal Executive Offices) (Zip Code...

  • Page 6

  • Page 7
    ... N.V. is filing this Annual Report on Form 10-K, which covers the last full fiscal year of Vistaprint Limited before the succession, as the successor issuer for reporting purposes under the Exchange Act. Item 8 "Financial Statements and Supplementary Data" include the consolidated balance sheets of...

  • Page 8
    ... 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 9
    ... products and services ranging from printed business cards, brochures and post cards to apparel, invitations and announcements, holiday cards, calendars, creative design services, copywriting services, direct mail services, promotional gifts, signage, website design and hosting services and email...

  • Page 10
    ...to reach these highly fragmented markets with an integrated design and production process that can rapidly deliver sophisticated, high quality marketing products and services. In addition, we believe that coordinated portfolios of marketing products and services can help small businesses appear more...

  • Page 11
    ... of our design support staff, to design and create high quality marketing materials from their home or office. Our pre-production and production technologies efficiently process and aggregate customer orders, prepare orders for highquality production and manage production, addressing and shipment...

  • Page 12
    ...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 software uses algorithms to easily...

  • Page 13
    ...content copy writing services email marketing services graphic design and copywriting services ‰ logo design ‰ mailing services ‰ website design and hosting High Quality Production We use one of the highest quality commercial printing processes in the market. For our longer run print jobs, we...

  • Page 14
    ...and retention marketing programs, our customer support and design services, and our value proposition, we intend to increase the number of products purchased by each customer. Expand Global Reach For the fiscal year ended June 30, 2009, revenue generated from non-United States websites accounted for...

  • Page 15
    ... print and copy storefronts. In April 2009, we announced a multi-year strategic alliance with FedEx Office, whereby FedEx customers will be able to design, order and print customized products either online or in any of 1,600 FedEx Office Print & Ship Centers in the United States. Extend Technology...

  • Page 16
    .... Customers can change their website design on-the-fly and can choose from hundreds of different templates categorized by industry and style. In addition, we offer a platform for customers to self-manage e-mail marketing solutions for their business. Pre-Press and Print Production Technologies...

  • Page 17
    ...future growth. We have designed our website technologies to scale to accommodate future growth in the 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...

  • Page 18
    ...-service basis. Those customers in English and German-speaking markets who have started the design process but find that they require some guidance or design help can, with the assistance of our customer sales and support personnel, obtain real time design or ordering assistance. We also offer email...

  • Page 19
    .... Post-Design Check-Out Process Customers purchasing 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 payment options...

  • Page 20
    ...new products and services on a limited basis, test various price points on products and services or test different marketing messages related to product or service offerings. We place advertisements on the websites of companies such as eBay and Amazon, contract for targeted e-mail marketing services...

  • Page 21
    ... 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 and on-line properties of office superstores...

  • Page 22
    ...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 23
    ..., 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, production and marketing services at low price points and in doing so, offer our customers an attractive value...

  • Page 24
    ... any work stoppages and believe that relations with our employees are good. Change of Domicile On April 30, 2009, we announced that our Board of Directors approved a proposal to effectively move the place of incorporation of the publicly traded parent entity of the Vistaprint group of companies from...

  • Page 25
    .... The address of our United States' website is www.vistaprint.com. We are not including the information contained on our website, or information that can be accessed by links contained on our website, as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. 19 Form 10-K

  • Page 26
    ...providers of online services, search engines, directories and other websites and e-commerce businesses to provide content, advertising banners and other links that direct customers to our websites. We also promote our products and special offers through e-mail, telesales and direct mail, targeted to...

  • Page 27
    ... 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 28
    ... to fulfill orders in a timely fashion at a high level of product quality through our facilities and are unable to find a satisfactory supply replacement, our business and results of operations would be substantially harmed. Our quarterly financial results will often fluctuate which may lead to...

  • Page 29
    ... Taylor Corporation and Business Cards Tomorrow; ‰ other online printing and graphic design companies. We are aware of many online print shops that provide printed products and services similar to ours, such as Overnight Prints, 123Print, Moo.com and UPrinting for small business marketing products...

  • Page 30
    ...may acquire, invest or partner with online competitors as use of the Internet and other online services increases. Competitors may also seek to develop new products, technologies or capabilities that could render many of the products, services and content we offer obsolete or less competitive, which...

  • Page 31
    ... to market our products and services, communicate with our customers and otherwise operate our websites, and operate and manage our corporate email accounts, all of which could have a material negative impact on our business and results of operations. We may not succeed in cross selling additional...

  • Page 32
    ..., Ontario production facility serving North American markets. We do not presently have redundant systems operational in multiple locations. In addition, we are dependent in part on third parties for the implementation and maintenance of certain aspects of our communications and printing systems...

  • Page 33
    ... websites 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 and results of operations. The development...

  • Page 34
    ... operate production 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, our European headquarters and marketing office in Barcelona, Spain, a technology...

  • Page 35
    ... year ended June 30, 2009, we derived 61% of our revenue from sales to customers made through Vistaprint.com, our United States-focused website. We produce all physical products for our United States customers at our facility in Windsor, Ontario. Restrictions on shipping goods into the United States...

  • Page 36
    ...and use information that we consider proprietary, such as the technology used to operate our websites and our production operations. As of June 30, 2009, we held 25 issued United States patents, 4 patents in other countries and we had more than 50 patent applications pending in the United States and...

  • Page 37
    ... by ColorQuick LLC, also in the United States District Court for the Eastern District of Texas. The complaint alleges that Vistaprint Limited and OfficeMax Incorporated are infringing a U.S. patent relating to systems and methods for processing electronic files stored in a page description language...

  • Page 38
    ...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 39
    ... business. Our revenues may be negatively affected if we are required to charge sales or other taxes on purchases. We do not collect or have imposed upon us sales or other taxes related to the products and services we sell, except for certain corporate level taxes and value added and similar taxes...

  • Page 40
    ... may substantially harm our business and results of operations. If we were required to review the content that a customer incorporates into a product and interdict the shipment of products that violate copyright protections or other laws, our costs would significantly increase, which would harm our...

  • Page 41
    ... from our customers regarding certain of the membership discount programs offered on our websites. Between July 29, 2008, and September 11, 2008, a total of seven purported class action lawsuits were filed against VistaPrint USA, Inc., VistaPrint Corp. and/or Vistaprint Limited., and two third party...

  • Page 42
    ...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. For customers purchasing certain subscription-based services from us, such as our website hosting...

  • Page 43
    ... check. As 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...

  • Page 44
    ... printing, marketing, management, technology development and other services performed by these subsidiaries for Vistaprint N.V. and other group companies. 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...

  • Page 45
    ... to be levied on the difference between our recognized paid in capital for Dutch tax purposes and the redemption price. We may be treated as a passive foreign investment company for United States tax purposes, which may subject United States shareholders to adverse tax consequences. If our passive...

  • Page 46
    ... and depend on the particular facts relating to each investor. For taxable years in which we are a CFC for an uninterrupted period of 30 days or more, each of our 10% U.S. Shareholders will be required to include in its gross income for United States federal income tax purposes its pro rata share of...

  • Page 47
    ... portions of our assets are located outside of the United States. In addition, certain members of our management board and our officers reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such other...

  • Page 48
    ...Netherlands services markets outside of North America. Our web servers are located in data center space at a Cable & Wireless co-location and hosting facility in Devonshire, Bermuda. In addition we lease the properties listed below: Location Square Feet Type Lease Expires Lexington, MA, USA Montego...

  • Page 49
    ...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 50
    ...was filed by a different plaintiff in the United States District Court, District of Massachusetts, against Vistaprint Limited, VistaPrint USA, Inc. and the Vertrue Defendants. Among other allegations, the plaintiffs in each action claim that after ordering products on our Vistaprint.com website they...

  • Page 51
    ... ColorQuick LLC in the United States District Court for the Eastern District of Texas. The complaint alleges that Vistaprint Limited and OfficeMax Incorporated are infringing U.S. patent 6,839,149, relating generally to systems and methods for processing electronic files stored in a page description...

  • Page 52
    ... to trading on the NASDAQ Global Select Market. The following table sets forth, for the periods indicated, the high and low sale price per share of Vistaprint Limited common shares on The NASDAQ Global Select Market: High Low Fiscal 2008: First Quarter ...Second Quarter ...Third Quarter ...Fourth...

  • Page 53
    ...$36.74. Information regarding our equity compensation plans and the securities authorized for issuance there under are set forth herein under Part III, Item 12 below. Performance Graph The following graph compares the cumulative total return to shareholders on Vistaprint common stock relative to the...

  • Page 54
    ... financial statements, the 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. The selected consolidated financial data set forth below as of June 30, 2009 and 2008, and for the years...

  • Page 55
    2009 2008 Year Ended June 30, 2007 (In thousands) Form 10-K 2006 2005 Consolidated Statements of Cash Flows Data: Capital expenditures ...Development of software and website ...Depreciation and amortization ...Cash flows provided by (used in) operating activities...Cash flows used in investing...

  • Page 56
    ...and retention marketing programs, our customer support and design services, and our value proposition, we intend to increase the number of products purchased by each customer. Expand Global Reach For the fiscal year ended June 30, 2009, revenue generated from non-United States websites accounted for...

  • Page 57
    ...critical accounting policies and estimates, which are discussed further below. Revenue Recognition. We generate revenue primarily from the sale and shipping of customized manufactured products, as well as from electronic services, including creative design services, website design and hosting, email...

  • Page 58
    ...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 59
    ... principles in the United States. Any effect of applying the provisions of this SFAS 162 will be reported as a change in accounting principle. We do not believe that the adoption of this standard will have a material impact on our consolidated financial statements. In June 2009, the FASB issued...

  • Page 60
    ... of the merchants we offer to our customers on our website. Unlike products that we manufacture ourselves, these third party referral offerings do not require physical production by us and have minimal corresponding direct cost of revenue. For the fiscal years ended June 30, 2009, 2008 and 2007, we...

  • Page 61
    ...a period and promotional discounts offered. For example, among other things, seasonal product offerings, such as holiday cards, can cause changes in average order values. We believe the analysis of these metrics provides us with important information on customer buying behavior, advertising campaign...

  • Page 62
    ... printed products, payroll and related expenses for production personnel, depreciation of equipment used in the production process and in support of electronic service offerings, shipping and postage costs, and other miscellaneous related costs of products sold by us. The increase in cost of revenue...

  • Page 63
    ... consists primarily of advertising and promotional costs; payroll and related expenses for our employees engaged in sales, marketing, customer support and public relations activities; and third party payment processor and credit card fees. The increase in our marketing and selling expenses of $31...

  • Page 64
    ... income for the United States, Dutch, Spanish, Canadian, Swiss and Tunisian entities is a function of their level of costs incurred and charged to Vistaprint Limited under service agreements, which we also refer to as transfer pricing agreements. The resulting tax liability is incurred regardless...

  • Page 65
    ... and by capitalized software website development costs of $7.2 million, offset by net sales of marketable securities of $25.9 million. Capital expenditures of $30.9 million were related to the purchase of production equipment for our printing facilities, $34.9 million were related to construction...

  • Page 66
    ... tax benefits, see Note 9 to the consolidated financial statements included in this Report. Long-Term Debt. In November 2003, VistaPrint B.V., our Dutch subsidiary, entered into a 5.0 million euro revolving credit agreement with ABN AMRO Bank N.V., a Netherlands based bank. The borrowings were used...

  • Page 67
    ... 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 equipment purchases and the construction of a production facility located in Windsor, Ontario...

  • Page 68
    In October 2006, VistaPrint USA, Incorporated, entered into an operating lease for approximately 202,000 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 69
    ... increase in interest rates would have resulted in an immaterial decrease in the fair values of our investments at June 30, 2009. Currency Exchange Rate Risk. As we conduct business in multiple international currencies through our worldwide operations but report our financial results in U.S. Dollars...

  • Page 70
    ... 8. Financial Statements and Supplementary Data VISTAPRINT LIMITED (predecessor to Vistaprint N.V.) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets ...Consolidated Statements of Income ...Consolidated Statements of...

  • Page 71
    ... principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Vistaprint Limited's internal control over financial reporting as of June 30, 2009, based on criteria established in Internal Control-Integrated Framework issued...

  • Page 72
    ..., net ...Software and web site development costs, net ...Deferred tax assets ...Other assets ...Total assets ...Liabilities and shareholders' equity Current liabilities: Accounts payable ...Accrued liabilities ...Deferred revenue...Current portion of long-term debt...Total current liabilities...

  • Page 73
    VISTAPRINT LIMITED (predecessor to Vistaprint N.V.) CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share data) 2009 Year Ended June 30, 2008 2007 Form 10-K Revenue ...Cost of revenue (1)...Technology and development expense (1)...Marketing and selling expense (1) ...General ...

  • Page 74
    ... 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 comprehensive income ...Balance at June...

  • Page 75
    ... (18,454) 55,686 (4,382) 12 Form 10-K 69 44,675 $45 (1,869) Balance at June 30, 2008 ...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 expense...Repurchased shares...

  • Page 76
    ...securities ...Sales and maturities 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 77
    VISTAPRINT LIMITED (predecessor to Vistaprint N.V.) CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Year Ended June 30, 2009 2008 2007 Form 10-K Cash paid during the period for: Interest ...Income taxes...Supplemental disclosure of noncash investing and financing activities: ...

  • Page 78
    ... integrated production facilities, the Company offers a broad spectrum of products ranging from business cards, website hosting, brochures and invitations to marketing and creative services. The Company focuses on serving the marketing, graphic design and printing needs of the small business market...

  • Page 79
    ... balance sheet. Cash, cash equivalents and marketable securities as of June 30, 2009 consisted of the following: Amortized Cost Gross Unrealized Losses Form 10-K Fair Value Cash and cash equivalents ...Long-term marketable securities (1): Municipal auction rate securities...Total long-term...

  • Page 80
    ..., United States 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 and...

  • Page 81
    ... year ended June 30, 2009. Revenue Recognition The Company generates revenue primarily from the sale and shipping of customized manufactured products, as well as providing electronic services, including creative design services, website design and hosting, email marketing services and order referral...

  • Page 82
    ... take on a tax return, in accordance with the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48"). The unrecognized tax benefits will reduce the effective tax rate when recognized. Interest and penalties related to...

  • Page 83
    ... Company had three share-based compensation plans (see Note 7). 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 on the date of grant. For all share option grants in fiscal years 2009...

  • Page 84
    ... upon the closing trading value of the Company's shares on the date of grant and recognized using the straight-line recognition method. Weighted-average assumptions used for option grants in 2009, 2008 and 2007 are as follows: Year Ended June 30, 2009 2008 2007 Risk-free interest rate ...Expected...

  • Page 85
    ... accounting principles in the United States. Any effect of applying the provisions of this SFAS 162 will be reported as a change in accounting principle. The Company does not believe that the adoption of this standard will have a material impact on its consolidated financial statements. In June 2009...

  • Page 86
    VISTAPRINT LIMITED (predecessor to Vistaprint N.V.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2009, 2008 and 2007 (in thousands, except share and per share data) 3. Fair Value of Financial Instruments Carrying amounts of financial instruments held by the Company, ...

  • Page 87
    ... elected to value any non-financial assets at fair value. 4. Property, Plant and Equipment Property, plant and equipment consist of the following: June 30, Estimated useful lives 2009 2008 Form 10-K Land improvements ...Building and building improvements ...Machinery and print production equipment...

  • Page 88
    ...In November 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 equipment purchases and the construction of a production facility located near Windsor...

  • Page 89
    ...equivalents. The Company and VistaPrint North American Services Corp. were in compliance with all loan covenants at June 30, 2009. Payments due on long-term debt, excluding interest related payments, during each of the five fiscal years subsequent to June 30, 2009, are as follows: 2010...2011...2012...

  • Page 90
    VISTAPRINT LIMITED (predecessor to Vistaprint N.V.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2009, 2008 and 2007 (in thousands, except share and per share data) "Directors' Plan"). Options previously granted to U.S. tax residents under the 2000-2002 Plan were ...

  • Page 91
    ... all option holders had exercised all options with an exercise price lower than the market price on June 30, 2009. A summary of the Company's unvested restricted share unit activity and related information for the fiscal year ended June 30, 2009 is as follows: Weighted Average Grant Date Fair Value...

  • Page 92
    ...LIMITED (predecessor to Vistaprint N.V.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2009, 2008 and 2007 (in thousands, except share and per share data) contributions, subject to a maximum Company contribution of 3% of the participant's eligible compensation. Employee...

  • Page 93
    ... related to stock-based compensation. The Company will realize the benefit of these excess tax deductions through increases to shareholders' equity in the periods in which the losses are utilized to reduce tax payments. At June 30, 2009, the Company had state research and development tax credits...

  • Page 94
    VISTAPRINT LIMITED (predecessor to Vistaprint N.V.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2009, 2008 and 2007 (in thousands, except share and per share data) The Company has corporate minimum tax credit carryforwards and research and development tax credits in ...

  • Page 95
    ... LIMITED (predecessor to Vistaprint N.V.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2009, 2008 and 2007 (in thousands, except share and per share data) Geographic Data Revenues by geography are based on the country-specific website through which the customer's order...

  • Page 96
    ...STATEMENTS-(Continued) Years Ended June 30, 2009, 2008 and 2007 (in thousands, except share and per share data) In connection with VistaPrint USA, Incorporated's lease for approximately 202,000 square feet of office space in Lexington, Massachusetts, the lease requires a security deposit in the form...

  • Page 97
    ...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 98
    ...by a different plaintiff in the United States District Court, District of Massachusetts, against Vistaprint Limited, VistaPrint USA, Inc. and the Vertrue Defendants. Among other allegations, the plaintiffs in each action claim that after ordering products on the Company's Vistaprint.com website they...

  • Page 99
    VISTAPRINT LIMITED (predecessor to Vistaprint N.V.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) Years Ended June 30, 2009, 2008 and 2007 (in thousands, except share and per share data) VistaPrint USA, Incorporated filed a Motion to Dismiss for Improper Venue in the United States District ...

  • Page 100
    ... the Company evaluated subsequent events through the date these financial statements were filed. Change of Domicile On April 30, 2009, the Company announced that its Board of Directors approved a proposal to move the place of incorporation of the publicly-traded parent entity of the Vistaprint group...

  • Page 101
    ... which the Vistaprint Limited's shares were previously listed and traded. The Company does not expect that the Change of Domicile will have a material impact on how Vistaprint conducts its day-to-day operations, its financial position, consolidated effective tax rate, results of operations or cash...

  • Page 102
    ..., processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or...

  • Page 103
    ... Act 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 and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the...

  • Page 104
    ... over financial reporting as of June 30, 2009, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vistaprint Limited as of June 30, 2009 and 2008 and the related...

  • Page 105
    ... reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B Other Information None Form...

  • Page 106
    PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to the information set forth under the Sections captioned "Our Supervisory Board," "Our Management Board," "Corporate Governance" and "Section 16(a) Beneficial ...

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    ... 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...

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    ... its behalf by the undersigned, thereunto duly authorized. August 31, 2009 Vistaprint N.V. By: /S/ ROBERT S. KEANE Robert S. Keane Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the...

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    ...-125470) Form of Restricted Share Unit Agreement under our Amended and Restated 2005 Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2007, filed with the SEC on January 31, 2008 Executive Officer FY 2009 Bonus Plan is...

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    ... and each of the members of our Supervisory Board and Management Board is incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 31, 2009 Executive Retention Agreement among VistaPrint USA, Incorporated, Vistaprint Limited and Robert S. Keane dated as of December...

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    ... Current Report on Form 8-K filed with the SEC on May 15, 2008. Subsidiaries of Vistaprint N.V. Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/ 15d-14(a), by Chief Executive Officer...

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    Proxy Statement Vistaprint NOTICE AND PROXY STATEMENT 2009

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    ...on Tuesday, November 17, 2009 at 6:00 pm (Central European Time) at the offices of Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands MATTERS TO BE ACTED UPON AT THE ANNUAL GENERAL MEETING: (1) Reappoint a member of our Supervisory Board to serve for a term of four years ending on the date of...

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    ... Vistaprint N.V., c/o Vistaprint USA, Incorporated, Attention: Investor Relations, 95 Hayden Avenue, Lexington, MA 02421, USA or Vistaprint N.V., Hudsonweg 8, 5928 LW Venlo, the Netherlands. This proxy statement and our Annual Report on Form 10-K are also available on the web site of the Securities...

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    ...member to our Supervisory Board to serve for a term of three years ending on the date of our annual general meeting of shareholders in 2012; 4. To approve our Performance Incentive Plan for Covered Employees for purposes of Section 162(m) of the United States Internal Revenue Code; and 5. To appoint...

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    ... your proxy and change your vote at any time before the polls close at the meeting by doing any one of the following things: Proxy Statement • • • signing and delivering another proxy with a later date to our Corporate Secretary at Hudsonweg 8, 5928 LW Venlo, the Netherlands; giving our...

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    ... offices in Venlo, the Netherlands as set forth below no later than 60 days before the 2010 annual general meeting, The number of ordinary shares you hold must equal at least the lesser of 1% or more of our issued share capital or the equivalent of at least â,¬50 million in aggregate market value...

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    ... 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 N.V., c/o Vistaprint USA, Incorporated, Attention: Investor Relations Department, 95 Hayden Avenue, Lexington, MA...

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    ... Supervisory Board; each nominee to be appointed to our Supervisory Board who is not currently serving as a supervisory director; our named executives officers who are listed in the Summary Compensation Table in this proxy statement; and all of our directors and executive officers as a group. Number...

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    ... issuable to the shareholder within 60 days after September 30, 2009 (i.e., November 29, 2009), including restricted share units that vest and share options that are exercisable on or before November 29, 2009. This information is based solely upon a Schedule 13G/A that the shareholder filed with the...

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    ... the right to acquire under share options and restricted share units that vest on or before November 29, 2009. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and the holders of more than 10% of...

  • Page 125
    ...Vistaprint Limited before our change of domicile to the Netherlands. You can find more information about all of the nominees for supervisory director and the other members of our Supervisory Board in the section of this proxy statement entitled "INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS...

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    ... Chief Financial Officer and any other key employees that the Compensation Committee may designate from time to time. Previously, we adopted annual incentive plans that established the terms of annual cash bonuses paid to executive officers. The Performance Incentive Plan will replace these annual...

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    ... by the text of the Performance Incentive Plan, which is available on our website www.vistaprint.com or by contacting us at Vistaprint N.V., c/o Vistaprint USA, Incorporated, Attention: Investor Relations, 95 Hayden Avenue, Lexington, MA 02421, USA. The major provisions of the Performance Incentive...

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    ...the plan will be offset for any monies that the Compensation Committee determines are owed by the participant to Vistaprint N.V. or any related company. Termination of Employment Generally, a participant must be employed through the end of applicable performance period in order to receive payment of...

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    ... 2009, subject to shareholder approval of the plan. Name and Principal Position Target Incentive Annual Award Amount(1) Target Incentive Four Year Award Amount(2) Proxy Statement Robert S. Keane ...President and Chief Executive Officer Wendy M. Cebula ...President, Vistaprint North America...

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    ...deductibility of compensation for Vistaprint under Section 162(m) of the Code. Tax consequences in countries other than the United States will vary based on the laws of the foreign jurisdiction, but generally are similar to the United States. Our Management Board and Supervisory Board recommend that...

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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. (3) Tax fees and expenses consisted of fees and expenses for tax compliance (including tax return preparation...

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    ... Supervisory Board since August 2009 Mr. Riley, age 53, has served as Chairman of the Board of Directors and Chief Executive Officer of LoJack Corporation, a publicly traded corporation and provider of stolen vehicle recovery technology, since November 2006 and as President, Chief Operating Officer...

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

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    ... 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...

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    ... Committee, our Rules for the Supervisory Board, our Rules for the Management Board and our Code of Business Conduct and Ethics at www.vistaprint.com or by writing to: Investor Relations Department c/o Vistaprint USA, Incorporated 95 Hayden Avenue Lexington, MA 02421 Email: [email protected] 19

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    ... code of business conduct and ethics that applies to our directors, officers and employees, a current copy of which is posted on our website, www.vistaprint.com. In addition, we intend to post on our website all disclosures that are required by law or NASDAQ stock market listing standards concerning...

  • Page 137
    ...and the Vistaprint Limited Board of Directors had at all times since our initial public offering in 2005, standing Audit, Compensation and Nominating and Corporate Governance Committees. Each committee has a charter that has been approved by the Supervisory Board. The Audit Committee must review the...

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    ...Executive Officer; overseeing and administering our cash and equity incentive plans; reviewing and making recommendations to the Supervisory Board with respect to director compensation; reviewing and discussing with management the "Compensation Discussion and Analysis" section of the proxy statement...

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    ... Board should address such communications to: Supervisory Board c/o Secretary Vistaprint N.V. Hudsonweg 8 5928 LW Venlo The Netherlands Report of the Audit Committee The Audit Committee has reviewed Vistaprint's audited consolidated financial statements for the fiscal year ended June 30, 2009...

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    ..., and employment by us of a related person. A related person is any person who is or was a member of our Management Board or Supervisory Board at any time since the beginning of our most recently completed fiscal year, the beneficial holder of more than 5% of any class of our voting securities, or...

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    ... advises the Supervisory Board with respect to Vistaprint's compensation philosophy and programs and exercises oversight with respect to the payment of annual salaries, annual cash incentives, long-term equity and cash incentives and benefits to our executive officers. Compensation Philosophy...

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    ... time of review. DolmatConnell also developed a second "aspirational" comparison peer group, consisting of companies whose annual revenues, growth rates and market capitalizations would be comparable to Vistaprint in the future if Vistaprint achieved its current business objectives. The Compensation...

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    ... is designed to reward executives for the achievement of annual financial goals, specifically, growth in revenue and earnings per share. The Board of Directors sets revenue and earnings per share targets annually as part of our comprehensive strategic planning and budgeting process. The Compensation...

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    ... in conjunction with the quarterly Supervisory Board meeting in the fourth quarter of each fiscal year. Accordingly, fiscal 2009 grants were made at the May 2009 Compensation Committee meeting. Restricted share unit grants to employees who are not named executive officers typically are made during...

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    ... Incentive Plan for Covered Employees: Each named executive officer received an annual award relating to our revenue and earnings per share performance during fiscal 2010 and a long-term award relating to our earnings per share performance over four years. You can find more information about...

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    ...on the number of days in the fiscal year before the change in control, of his or her target annual incentive award for that fiscal year. In addition, if after a change in control Vistaprint's successor terminates the executive without cause, or the executive terminates his or her employment for good...

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    The following table sets forth information on the potential payments to named executive officers upon their termination or a change in control of Vistaprint, assuming the termination or change in control took place on June 30, 2009. Because we entered into the retention agreements described above ...

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    ... of our Management Board (who are our named executive officers) and our supervisory directors to own our ordinary shares. Section 162(m) The United States Internal Revenue Service, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction for...

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    ... account changing business conditions or the officer's performance. Although the Compensation Committee considers the impact of Section 162(m) when administering Vistaprint's compensation plans, it does not make decisions regarding executive compensation based solely on the expected tax treatment...

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    ...2 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009. (2) The amounts reported in this column represent amounts earned under our Executive Officer Bonus Plans for each fiscal year. We paid these amounts quarterly in fiscal 2008...

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    ...table contains information about plan-based awards granted to each of our named executive officers during the fiscal year ended June 30, 2009. All Other Share Awards: Number of Shares or Share Units (1)(#) All Other Option Awards: Number of Securities Underlying Options (2)(#) Proxy Statement Name...

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    ...option has an exercise price equal to the fair market value of our common shares on the date of grant and becomes exercisable, so long as the named executive officer continues to be employed with us, as to 25% of the shares subject to the option one year after the date of grant and 6.25% per quarter...

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    ... in the Fiscal Year Ended June 30, 2009 The following table contains information about option exercises and vesting of restricted share units on an aggregated basis during fiscal 2009 for each of our named executive officers. Option Awards Number of Shares Acquired on Value Realized Exercise on...

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    ...2 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009. All share options referenced in this table were granted with an exercise price equal to the closing price of our common shares on the NASDAQ Global Select Market on the date...

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    ... the Supervisory Board using a generally accepted option pricing valuation methodology, such as the Black-Scholes model or binomial method, with such modifications as it may deem appropriate to reflect the fair market value of the share options or restricted share units. In fiscal year 2009, we used...

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    ... Compensation Plans The following table provides information as of June 30, 2009 about the securities issued or authorized for future issuance under our equity compensation plans. Equity Compensation Plan Information Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number...

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    ...-6444 or [email protected]. Supervisory Board John J. Gavin, Jr. Former Chief Financial Officer, BladeLogic WilmerHale 60 State Street Boston, MA 02109 USA Phone: +1-617-526-6000 Annual Meeting November 17, 2009 Hudsonweg 8 5928 LW Venlo The Netherlands Peter Gyenes Director George...

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    ....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 Vistaprint N.V. | Hudsonweg 8 | 5928 LW Venlo...