The Netherlands | 98-0417483 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] 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))
If the Foundation exercises the Option, then Vistaprint's articles of association require that one or more general meetings of shareholders be held after 24 months following the issuance of the preferred s hares to consider the cancellation or repurchase of the preferred shares.
The Foundation's articles of association specify the purposes for which the Foundation may exercise the Option. In summary, the purpose of the Foundation is generally (i) to promote and safeguard the interests of Vistaprint, its group companies and the business conducted and the interests of all parties involved in those companies and businesses, and (ii) to counter to the best of its ability any factors that could harm the independence and/or the continuity and/or identity of Vistaprint, its group companies and the business conducted, and more specifically - without limiting the generality of the foregoing (x) to prevent a hostile bid on Vistaprint's outstanding ordinary shares, or (y) to avoid that a situation occurs whereby material changes in the policy of Vistaprint or to the composition of Vistaprint's Management Board and/or Supervisory Board are effected without sufficiently considering the consequences.
The above is a summ ary of the material provisions of the Call Option Agreement and is qualified in its entirety by reference to the Call Option Agreement filed as Exhibit 10.1 to this report.
Item 1.01 of this report is incorporated by reference into this Item 3.02.
If the Foundation exercises the Option, then Vistaprint's articles of association require that one or more general meetings of shareholders be held after 24 months following the issuance of the preferred shares to consider the cancellation or repurchase of the preferred shares.
Item 1.01 of this report is incorporated by reference into this Item 5.01.
See the Exhibit Index attached to this report.
Vistaprint N.V. | ||||||||
Date: November 19, 2009 | By: | /s/ Michael Giannetto | ||||||
Michael Giannetto | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||
Exhibit No. | Description | |
EX-10.1 | Call Option Agreement between Vistaprint and the Foundation, dated November 16, 2009 |