-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VXXcZejPTKZiTUN8L2/ywsgJoHy3z53vk2M8+OeDtSwRh5suQlKJRBqER9jEfbGH KsMfehafOlWTHxbsT2Ypow== 0001181431-09-053907.txt : 20091130 0001181431-09-053907.hdr.sgml : 20091130 20091130120203 ACCESSION NUMBER: 0001181431-09-053907 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091130 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091130 DATE AS OF CHANGE: 20091130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISTAPRINT N.V. CENTRAL INDEX KEY: 0001262976 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 980417483 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51539 FILM NUMBER: 091211140 BUSINESS ADDRESS: STREET 1: HUDSONWEG 8 CITY: VENLO STATE: P7 ZIP: 5928 LW BUSINESS PHONE: 781-652-6300 MAIL ADDRESS: STREET 1: C/O VISTAPRINT USA, INCORPORATED STREET 2: 95 HAYDEN AVE. CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: VISTAPRINT LTD DATE OF NAME CHANGE: 20030908 8-K 1 rrd258351.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  11/30/2009
 
VISTAPRINT N.V.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-51539
 
The Netherlands
  
98-0417483
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
Hudsonweg 8
5928 LW Venlo
The Netherlands
(Address of principal executive offices, including zip code)
 
31 (0)77 8507700
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 7.01.    Regulation FD Disclosure
 
On November 30, 2009, Vistaprint N.V. issued a press release announcing the termination of all membership program offerings and reaffirming financial guidance. The full text of the press release is furnished as Exhibit 99.1 to this report.

The information in this report and Exhibit 99.1 is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

See the Exhibit Index attached to this report.

 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
VISTAPRINT N.V.
 
 
Date: November 30, 2009
     
By:
 
/s/    Lawrence A. Gold
               
Lawrence A. Gold
               
Senior Vice President and General Counsel
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Vistaprint's press release dated November 30, 2009
EX-99.1 2 rrd258351_30490.htm VISTAPRINT'S PRESS RELEASE DATED NOVEMBER 30, 2009 DC7810.htm Vistaprint
Make an impression


Contacts:
Investor Relations:
Meredith Mendola or
Angela White
ir@vistaprint.com
+1 (781) 652-6480

Media Relations:
Jason Keith
publicrelations@vistaprint.com
+1 (781) 652-6444


Vistaprint Terminates All Membership Program Offerings
and Reaffirms Financial Guidance

Venlo, the Netherlands, November 30, 2009 - Vistaprint N.V. (Nasdaq:VPRT), the
company that provides high-impact personalized products and services for small
businesses and the home, today announced that it has terminated its contract with an
affiliate of Vertrue, Inc., effective December 20, 2009, and that, effective as of
November 23, 2009, no membership rewards or similar programs have been or will be
available to any Vistaprint customers. The company also reaffirmed its previously
announced revenue and earnings per share guidance for the quarter ending December 31,
2009 and the full fiscal year ending June 30, 2010, as set forth in the p ress release issued
on October 29, 2009 under the heading "Financial Guidance as of October 29, 2009."

In early 2008, the company announced that it expected third-party revenue from
membership rewards programs to decline over time, possibly to as low as $0 by the end of
calendar 2010, primarily as a result of its strategy of rapidly expanding its own product
and services offerings and diversifying the types of non-membership, third-party products
and services made available to the company's customers on its website. Since then
revenue from membership programs has decreased from 6.2 percent of Vistaprint's total
revenue for the 2008 full fiscal year ended June 30, 2008 to 2.3 percent of revenue during
the first fiscal quarter of 2010 ended September 30, 2009.

"Although our decision to end the Vertrue relationship during our second fiscal quarter
will result in a lower contribution from membership programs to both our revenues and
net income for the year, we belie ve this reduction will not impact our ability to achieve
our previously issued financial guidance," said Michael Giannetto, the company's chief
financial officer. "Therefore, we are reaffirming our revenue and earnings per share
guidance for the 2010 second fiscal quarter and full fiscal year, which we previously
announced in a press release issued on October 29, 2009."

Vistaprint's termination of the Vertrue relationship and elimination of all membership
program offerings is in line with the company's previously stated strategy. The company
believes it is also appropriate at this time in light of the recent United States Senate
Commerce Committee inquiry into a variety of membership rewards programs, including
the sufficiency of their disclosures to consumers. Lawrence Gold, the company's general
counsel, commented that "Vistaprint's website clearly disclosed the terms of the Vertrue
membership programs previously offered to Vistaprint customers in conformity wit h all
legal requirements, as the United States District Court for the Southern District of Texas
ruled when it dismissed a purported class action lawsuit against a Vistaprint subsidiary
and two Vertrue-related entities in August of this year."

About Vistaprint
Vistaprint N.V. (Nasdaq: VPRT) provides more than eight million small businesses and
consumers per year with the easiest way to make an impression at the best price. With a
unique business model supported by proprietary technologies, high volume production
facilities, and direct marketing expertise, Vistaprint offers a wide variety of products for
both small businesses and the home. Options range from business cards, brochures and
websites to invitations, thank you notes, calendars and more. A global company,
Vistaprint employs more than 1,850 people, operates 20 localized Websites and ships to
more than 120 countries around the world. Vistaprint's broad range of products and
services are easy to acce ss online, 24 hours a day, at www.vistaprint.com, and are
satisfaction guaranteed.

Vistaprint and the Vistaprint logo are trademarks of Vistaprint N.V. or its subsidiaries.
All other brand and product names appearing on this announcement may be trademarks or
registered trademarks of their respective holders.

This press release contains statements about management's future expectations, plans and
prospects of our business that constitute forward-looking statements for purposes of the
safe harbor provisions under The Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements concerning our expected operating performance,
including our financial guidance for the second fiscal quarter ending December 31, 2009
and the full fiscal year ending June 30, 2010. Actual results may differ materially from
those indicated by these forward-looking statements as a result of various important
factors including, but not limited to, our abilit y to replace revenue from membership
renewals by expanding our other product and service offerings, our ability to attract and
retain customers and to do so in a cost-effective manner, the willingness of purchasers of
graphic design services and printed products to shop online, the failure of our
investments, unexpected increases in our use of funds, our failure to increase our revenue
and keep our expenses consistent with revenue, failures of our web sites or network
infrastructure, our failure to maintain the prices we charge for our products and services,
the inability of our manufacturing operations to meet customer demand, exchange rate
fluctuations, changes in or interpretation of tax laws and treaties, downturns in general
economic conditions, the realization of the expected benefits of our redomiciliation to the
Netherlands, and other factors that are discussed in our Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2009 and other do cuments we periodically file
with the SEC.

In addition, the statements in this press release represent our expectations and beliefs as
of the date of this press release. We anticipate that subsequent events and developments
may cause these expectations and beliefs to change. We specifically disclaim any
obligation to update any forward-looking statements. These forward-looking statements
should not be relied upon as representing our expectations or beliefs as of any date
subsequent to the date of this press release.

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