The information required under this item pursuant to Item 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be contained in our definitive proxy statement for our 2007 Annual General Meeting of Shareholders under the section captioned “Corporate Governance” and is incorporated herein by reference.
We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial or accounting officer or person serving similar functions, and to all of our employees. The text of our code of business conduct and ethics is available on our website at www.vistaprint.com. We did not waive any provisions of the code of business conduct and ethics during the fiscal year ended June 30, 2007. If we amend, or grant a waiver under, our 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 |
The information required by this item pursuant to Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is incorporated by reference herein to our definitive proxy statement for our 2007 Annual General Meeting of Shareholders under the section captioned “Executive Officer Compensation.”
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The information required by this item pursuant to Items 403 and 201(d) of Regulation S-K is incorporated by reference herein to our definitive proxy statement for our 2007 Annual General Meeting of Shareholders under the sections captioned “Security Ownership of Certain Beneficial Owners and Management,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Securities Authorized for Issuance Under Equity Compensation Plans.”
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
The information required by this item pursuant to Items 404 and 407(a) of Regulation S-K is incorporated by reference herein to our definitive proxy statement for our 2007 Annual General Meeting of Shareholders under the sections captioned “Certain Relationships and Related Party Transactions” and “Corporate Governance.”
| Item 14. | Principal Accountant Fees and Services. |
The information required by this item pursuant to Item 9(e) of Schedule 14A is incorporated by reference herein to our definitive proxy statement for our 2007 Annual General Meeting of Shareholders under the section captioned “Independent Registered Public Accounting Firm Fees and Other Matters.”
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PART IV
| Item 15. | Exhibits, Financial Statement Schedules. |
(a) Consolidated Financial Statements.
For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K.
(b) List 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 the accompanying Consolidated Financial Statements or notes thereto.
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| August 28, 2007 | VISTAPRINT LIMITED | |||||||
| By: | /S/ ROBERT S. KEANE | |||||||
| Robert S. Keane Chief Executive Officer | ||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /S/ ROBERT S. KEANE Robert S. Keane |
Chairman of the Board, President and Chief Executive Officer (Principal executive officer) |
August 28, 2007 | ||
| /s/ HARPREET GREWAL Harpreet Grewal |
Chief Financial Officer (Principal financial and accounting officer) |
August 28, 2007 | ||
| /s/ DANIEL CIPORIN Daniel Ciporin |
Director |
August 28, 2007 | ||
| /s/ JOHN J. GAVIN, JR. John J. Gavin, Jr. |
Director |
August 28, 2007 | ||
| /s/ GEORGE M.OVERHOLSER George M. Overholser |
Director |
August 28, 2007 | ||
| /s/ LOUIS PAGE Louis Page |
Director |
August 28, 2007 | ||
| /s/ RICHARD RILEY Richard Riley |
Director |
August 28, 2007 | ||
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EXHIBIT INDEX
| Exhibit No. |
Description | ||
| 3.1 | (1) | Memorandum of Association of the Registrant | |
| 3.2 | (1) | Amended and Restated Bye-Laws of the Registrant | |
| 4.1 | (1) | Specimen certificate evidencing common shares | |
| 10.1 | (1)* | Amended and Restated 2000-2002 Share Incentive Plan, as amended | |
| 10.2 | (1)* | Form of Nonqualified Share Option Agreement under 2000-2002 Share Incentive Plan | |
| 10.3 | (1)* | Form of Incentive Share Option Agreement under 2000-2002 Share Incentive Plan | |
| 10.4 | (1)* | 2005 Non-Employee Directors’ Share Option Plan | |
| 10.5 | (1)* | Form of Share Option Agreement under Amended and Restated 2005 Non-Employee Director Share Option Plan | |
| 10.6 | (8)* | Amended and Restated 2005 Equity Incentive Plan | |
| 10.7 | (1)* | Form of Nonqualified Share Option Agreement under Amended and Restated 2005 Equity Incentive Plan | |
| 10.8 | (1)* | Form of Incentive Share Option Agreement under Amended and Restated 2005 Equity Incentive Plan | |
| 10.9 | * | Executive Officer FY 2008 Bonus Plan | |
| 10.10 | (1) | Third Amended and Restated Registration Rights Agreement dated as of August 30, 2004 by and among the Registrant and the other signatories thereto, as amended | |
| 10.11 | (1) | Loan and Security Agreement between Comerica Bank and VistaPrint North American Services Corp. dated as of November 1, 2004 | |
| 10.12 | (1) | Lease, dated as of April 24, 2003, between VistaPrint USA, Incorporated and Mortimer B. Zuckerman and Edward H. Linde, Trustees of 92 Hayden Avenue Trust | |
| 10.13 | (1)* | Form of Executive Officer Indemnification Agreement | |
| 10.14 | (1)* | Executive Retention Agreement between VistaPrint USA, Incorporated, the Registrant and Robert S. Keane dated as of December 1, 2004 | |
| 10.15 | (1)* | Form of Executive Retention Agreement between VistaPrint USA, Incorporated, the Registrant and each of Janet F. Holian and Alexander Schowtka, dated as of December 1, 2004 | |
| 10.16 | (1) | Credit Agreement between VistaPrint B.V. and ABN AMRO Bank N.V., as amended | |
| 10.17 | (1)* | Form of Invention and Non-Disclosure Agreement between VistaPrint USA, Incorporated and each of Robert S. Keane, Janet F. Holian, Anne S. Drapeau, Harpreet Grewal, Wendy Cebula, and Alexander Schowtka | |
| 10.18 | (1)* | Form of Confidential Information and Non-Competition Agreement between VistaPrint USA, Incorporated and each of Robert S. Keane, Janet F. Holian, Wendy Cebula and Alexander Schowtka | |
| 10.19 | (5)* | Form of Restricted Share Unit Agreement under Amended and Restated 2005 Equity Incentive Plan | |
| 10.20 | (1)* | Form of Restricted Share Agreement under Amended and Restated 2005 Equity Incentive Plan | |
| 10.21 | (1)* | Executive Retention Agreement between VistaPrint USA, Incorporated, the Registrant and Anne S. Drapeau dated September 12, 2005 | |
| 10.22 | * | Non-Competition and Non-Solicitation Agreement between VistaPrint USA, Incorporated and Harpreet Grewal. | |
| 10.23 | (1)* | Non-Competition and Non-Solicitation Agreement between VistaPrint USA, Incorporated and Anne S. Drapeau | |
Table of Contents
| Exhibit No. |
Description | ||
| 10.24 | (3) | First Amendment to Loan and Security Agreement between Comerica Bank and VistaPrint North American Services Corp. dated as of December 15, 2005. | |
| 10.25 | (2)* | Executive Officer FY 2007 Bonus Plan | |
| 10.26 | * | Summary of Compensatory Arrangements with Executive Officers | |
| 10.27 | * | Summary of Compensatory Arrangements with Non-Employee Directors | |
| 10.28 | (4)* | Transition Agreement dated January 23, 2006 between the Registrant, VistaPrint USA, Incorporated and Paul C. Flanagan. | |
| 10.29 | (6) | Lease dated October 4, 2006 between VistaPrint USA, Incorporated and Ledgemont Research Park Associates II L.P. | |
| 10.30 | (6) | Unconditional Guaranty dated October 4, 2006 by VistaPrint Limited. | |
| 10.31 | (7)* | Executive Retention Agreement dated October 2, 2006 among VistaPrint USA, Incorporated, VistaPrint Limited and Harpreet Grewal. | |
| 10.32 | (7)* | Executive Retention Agreement dated January 3, 2007 among VistaPrint USA, Incorporated, VistaPrint Limited and Wendy Cebula. | |
| 10.33 | * | Amendment to the 2005 Non-Employee Director Share Option Plan | |
| 21.1 | (1) | Subsidiaries of the Registrant | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | ||
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15d-14(a), by Chief Executive Officer. | ||
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13a-14(a)/15(d)-14(a), by Chief Financial Officer | ||
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Acting Chief Financial Officer. | ||
| * | Management contract or compensatory plan or arrangement |
| (1) | 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 incorporated herein by reference. |
| (2) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K filed on August 8, 2006 and incorporated herein by reference. |
| (3) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K filed on December 15, 2005 and incorporated herein by reference. |
| (4) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K filed on January 23, 2006 and incorporated herein by reference. |
| (5) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006 filed on September 13, 2006 and incorporated herein by reference. |
| (6) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K filed on October 10, 2007 and incorporated herein by reference. |
| (7) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2006 filed on January 31, 2007 and incorporated herein by reference. |
| (8) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form 8-K filed on May 21, 2007 and incorporated herein by reference. |