Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street | Palo Alto, CA 94304-1114 | tel 650.233.4500 | fax 650.233.4545
Davina K. Kaile
tel 650.233.4564
dkaile@pillsburylaw.com
October 24, 2011
VIA ELECTRONIC TRANSMISSION AND OVERNIGHT MAIL
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Mara L. Ransom, Esq., Legal Branch Chief |
| Chris Chase, Esq. |
| Re: | CafePress Inc. |
| Registration Statement on Form S-1 |
| File No. 333-174829 |
Ladies and Gentlemen:
On behalf of CafePress Inc. (the “Registrant” or the “Company”), we enclose for filing under the Securities Act of 1933 (the “Securities Act”), Amendment No. 6 to the above referenced Registration Statement on Form S-1 (the “Registration Statement”), together with certain exhibits thereto, which is being submitted by the Registrant to reflect updated financial and other information of the Registrant as of September 30, 2011.
Additionally, in connection with the Registrant’s acquisition of the business of L&S Retail Ventures, Inc., including the e-commerce website InvitationBox.com, the Registrant respectfully submits that it determined, in accordance with Rule 3-05 of Regulation S-X, that the financial statements of the acquired business are not required because none of the conditions specified in the definition of “significant subsidiary” under Rule 1-02(w) of Regulation S-X exceeded 20%. Specifically, (a) the amount of the Registrant’s investment in InvitationBox.com was 13%, (b) the total assets of the acquired business constituted 3% of the Registrant’s total assets and (c) the pre-tax income from continuing operations of the acquired business relative to the Registrant’s pre-tax income was 3%. We respectfully note that this acquisition occurred on October 5, 2011, which was after the end of the third quarter.
The test for investment significance for the Registrant’s acquisition of L&S Retail Ventures, Inc. is as follows:
Purchase Price/Asset Ratio | (in thousands | ) | ||
InvitationBox.com – Acquisition Purchase Price (1) | $ | 9,500 | ||
CafePress Inc. – Total Assets 12/31/2010 | $ | 72,056 | ||
% | 13 | % | ||
Gross Asset Test | ||||
InvitationBox.com – Total Assets 12/31/2010 | $ | 1,963 | ||
CafePress Inc. – Total Assets 12/31/2010 | $ | 72,056 | ||
% | 3 | % | ||
Income from Continuing Operations before Income Taxes | ||||
InvitationBox.com – Year ended 12/31/2010 | $ | 154 | ||
CafePress Inc. – Year ended 12/31/2010 | $ | 4,447 | ||
% | 3 | % | ||
| (1) | Represents the maximum potential acquisition purchase price; this amount will be adjusted upon completion of the purchase price allocation. |
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October 24, 2011
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Questions or comments concerning any matter with respect to the Registration Statement may be directed to the undersigned at (650) 233-4564. Comments can also be sent via facsimile at (650) 233-4545 or via email to dkaile@pillsburylaw.com.
Very truly yours,
/s/ Davina K. Kaile
Davina K. Kaile
| cc: | Bob Marino |
| Monica Johnson |
| Kirsten Mellor, Esq. |
| Martin A. Wellington, Esq. |
| C.F. Pearson |
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