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 and Exchange Act of 1934
Date of Report: April 4, 2012
(Date of earliest event reported)
CafePress Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35468 | 94-3342816 | ||
| (State or other jurisdiction of | (Commission | (I.R.S. employer | ||
| incorporation or organization) | File Number) | identification number) |
1850 Gateway Drive, Suite 300, San Mateo, California 94404
(Address of principal executive offices, including zip code)
(650) 655-3500
(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 ( see General Instruction A.2. below):
| ¨ | 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 2.01 | Completion of Acquisition or Disposition of Assets. |
On April 4, 2012, CafePress Inc. (“CafePress”) completed its previously-announced acquisition of substantially all of the assets of Logo’d Softwear, Inc., an e-commerce provider of personalized apparel and merchandise for groups and organizations. The asset purchase agreement provided for a total initial purchase price of $8.3 million, consisting of $7.5 million in cash and 45,060 shares of CafePress common stock, as well as contingent rights for the principal stockholder to receive up to $8.6 million in future performance-based cash consideration. In addition, in connection with the closing, our Board of Directors granted the principal stockholder an option to purchase shares of our common stock with an aggregate value of up to $2.1 million, with vesting based on the achievement of certain performance milestones. The contingent right to future earn-out payments will expire on June 30, 2016.
On April 9, 2012, CafePress issued a press release announcing the closing of the acquisition of substantially all of the assets of Logo’d Softwear, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 99.1 | Press Release of CafePress Inc., dated April 9, 2012. | |
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SIGNATURE
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 thereunto duly authorized.
|
Date: April 9, 2012 |
CafePress Inc. | |||
| By: |
/s/ Monica N. Johnson |
|||
| Monica N. Johnson | ||||
| Chief Financial Officer | ||||
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Exhibit 99.1
Cafepress Inc. Completes Acquisition of Logo’d Softwear, Inc.
LOUISVILLE, KENTUCKY and SAN MATEO, CALIFORNIA – April 9, 2012 – CafePress Inc. (Nasdaq: PRSS) today announced that it has completed the acquisition of substantially all of the assets of Logo’d Softwear, Inc., ( www.logosportswear.com ), an e-commerce provider of personalized apparel and merchandise for groups and organizations.
In March 2012, CafePress entered into an agreement to acquire substantially all of the assets of Logo’d Softwear. The asset purchase agreement provided for a total initial purchase price of $8.3 million, consisting of $7.5 million in cash and 45,060 shares of CafePress common stock, as well as contingent rights for the principal stockholder to receive up to $8.6 million in future performance-based cash consideration. In addition, in connection with the closing, the Board of Directors of CafePress granted the principal stockholder an option to purchase shares of CafePress common stock with an aggregate value of up to $2.1 million, with vesting based on the achievement of certain performance milestones. The contingent right to future earn-out payments will expire on June 30, 2016.
About CafePress [PRSS]:
CafePress is The World’s Customization Engine TM . Launched in 1999, CafePress empowers individuals, groups, businesses and organizations to create, buy and sell customized and personalized products online using the company’s innovative and proprietary print-on-demand services and e-commerce platform. Today, CafePress’ portfolio of e-commerce websites includes CafePress.com , CanvasOnDemand.com , GreatBigCanvas.com , Imagekind.com , and InvitationBox.com .