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): ~~September~~October 2710, 2018

CafePress Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35468

94-3342816

(State of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11909 Shelbyville Road, Louisville, Kentucky 40243

(Address of principal executive offices, including zip code)

(502) 995-2229

(Registrant’s telephone number, including area code)

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 (18 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On September 28, 2018, CafePress Inc., a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Snapfish, LLC, a California limited liability company (“Parent”) and Snapfish Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, on and subject to the terms of the Merger Agreement, Merger Sub will commence a tender offer (the “Offer”) to purchase all of the outstanding shares (the “Shares) of the Company’s common stock, $0.0001 par value, at a price of $1.48 per share in cash, without interest (the “Offer Price”), subject to any applicable withholding taxes.

The obligation of Parent and Merger Sub to consummate the Offer is subject to customary closing conditions, including, but not limited to, (i) at least a majority of the then outstanding Shares being validly tendered in the Offer and not properly withdrawn (the “Minimum Tender Condition”), (ii) no governmental entity having jurisdiction over any party to the Merger Agreement shall have enacted, issued, promulgated, enforced, or entered any laws or order, whether temporary, preliminary or permanent, that make illegal, enjoin, or otherwise prohibit the consummation of the Offer and (iii) other customary conditions set forth in Exhibit A of the Merger Agreement. The consummation of the Offer is not subject to any financing condition.

The Offer will expire at midnight, New York time on the 20th business day (calculated in accordance with the rules of the Securities Exchange Act of 1934) following the commencement date of the Offer unless extended in accordance with the terms of the Offer and the Merger Agreement and the applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”).

Following consummation of the Offer, Merger Sub will merge with and into the Company with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). In the Merger, each outstanding Share that is not tendered and accepted pursuant to the Offer (other than the Shares held in the treasury of the Company, Shares held owned by Parent, Merger Sub or any other affiliate of Parent, and Shares as to which appraisal rights have been perfected in accordance with applicable law) will be cancelled and converted into the right to receive the Offer Price, without interest and subject to any applicable withholding tax, on the terms and conditions set forth in the Merger Agreement.

In addition, (i) Company stock options that are vested and exercisable as of immediately prior to the effective time of the Merger (the “Effective Time”) and that have a per share exercise price less than the Offer Price, will be cancelled and converted into the right to receive a cash payment equal to the amount by which the per share Offer Price amount exceeds the exercise price; (ii) all Company stock options that are unvested with an exercise price per share less than the Offer Price and held by continuing employees will be cancelled and converted into the right to receive a cash payment equal to the amount by which the per share Offer Price amount exceeds the exercise price upon the earlier of (a) the date on which each such Company stock option is scheduled to vest and (b) the first anniversary of the closing of the Merger (the “Closing”) subject to continued employment through such date; (iii) all Company stock options with an exercise price per share equal to or in excess of the Offer Price that is not held by a continuing employee shall terminate and expire with no additional payment due; (iv) each unvested Company restricted stock unit that is scheduled to vest before December 31, 2018 (if the Closing occurs on or before December 31, 2018) and each Company restricted stock unit that becomes vested on the Closing, will become fully vested and converted into the right to receive an amount in cash equal to the number of Shares underlying such Company restricted stock unit multiplied by the Offer Price; (v) all Company restricted stock units that are scheduled to vest after December 31, 2018 (or the Closing, if later) and held by continuing employees will be cancelled and converted into the right to receive an amount equal to the number of Shares underlying such Company restricted stock unit multiplied by the Offer Price upon the earlier of (a) the date on which each such Company restricted stock unit is scheduled to vest and (b) the first anniversary of the Closing subject to continued employment through such date; (vi) all Company performance-based restricted stock units earned based on the performance of the Company as of Closing which become fully vested will be converted into the right to receive an amount in cash equal to the number of Shares underlying such Company vested performance-based restricted stock unit multiplied by the Offer Price; and (vii) all Company performance-based restricted stock units earned based on the performance of the Company as of Closing that do not become vested

at the Closing, will be cancelled and converted into an award to receive an amount in cash equal to the number of earned Shares underlying such Company performance-based restricted stock unit multiplied by the Offer Price upon the earlier of (a) the date on which each such Company performance-based restricted stock unit is scheduled to vest (subject to achievement of the vesting conditions) and (b) the first anniversary of the Closing subject to continued employment through such date.

The Merger Agreement provides that the Merger will be governed by Section 251(h) of the Delaware General Corporation Law, which permits completion of the Merger upon the Minimum Tender Condition being satisfied without a meeting of the Company’s stockholders, and further provides that the Merger should be effected as soon as practicable following the consummation of the Offer.

The Merger Agreement contains representations, warranties and covenants of the parties customary for a transaction of this nature, including an agreement that, subject to certain exceptions, the parties will use reasonable best efforts to cause the Offer and the Merger to be consummated. Additionally, the Company has agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company and to certain restrictions on its ability to respond to any such proposals. Until the earlier of the termination of the Merger Agreement and the Effective Time, the Company has agreed to operate its business in the ordinary course of business and has agreed to certain other negative operating covenants, as set forth more fully in the Merger Agreement.

The Merger Agreement also includes termination provisions for both Parent and the Company, and provides that, in connection with the termination of the Merger Agreement by Parent or the Company in the event the Company’s board of directors makes a change in its recommendation of the Merger, if the change of recommendation is made in connection with a superior proposal, the Company will pay Parent a termination fee of $900,000, and if the change of recommendation is made in connection with an intervening event, the Company will pay Parent a termination fee of $400,000.

The foregoing description of the Merger Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated by reference herein.

A copy of the Merger Agreement has been included to provide the Company’s stockholders and other security holders with information regarding its terms and is not intended to provide any factual information about the Parent and the Company. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by Parent stockholders or other security holders, but rather as a way of allocating the risk between the parties to the Merger Agreement in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by Parent stockholders or other security holders. Parent stockholders or other security holders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Parent, Merger Sub or the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Support Agreement

On September 28, 2018, in connection with the Merger Agreement, certain stockholders of the Company (the “Stockholders”) who collectively hold approximately 51% of the outstanding stock of CafePress, solely in their respective capacities as stockholders of the Company, entered into a Support Agreement with Parent and Merger Sub (the “Support Agreement”). This agreement provides, among other things, that the Stockholders will not sell or dispose of their Shares except to participate in the Offer and to tender their shares within 10 business days of the commencement of the Offer.

The foregoing description of the Support Agreement is qualified in its entirety by the full text of the Support Agreement, the form of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On September 27, 2018, the Compensation Committee of the Company’s Board of Directors approved Amendment No. 1 to the Amended and Restated Change in Control for Senior Management Agreement~~ (~~“Amendment No. 1 to the Change in Control Agreement”~~e), to be effective as of, and contingent upon, the Closing, with each of Phillip L. Milliner and Ekumene M. Lysonge. Amendment No. 1 to the Change in Control Agreement revises the definition of “Constructively Terminated” to extend the resignation period and cure period from 60 and 30 days, respectively, to 90 days.

~~The~~As ~~foregoing~~previously ~~description~~disclosed, ofon ~~Amendment No.~~September 128, to2018, CafePress Inc. (the ~~Change~~“Company”), inSnapfish, ~~Control~~LLC, ~~Agreement~~a isCalifornia ~~qualified~~limited inliability ~~its~~company (“Parent”) ~~entirety~~and bySnapfish ~~the~~Merger ~~full text~~Sub, Inc., a Delaware corporation (“Merger Sub”) entered into an Agreement and Plan of Merger (the ~~amendment~~“Merger Agreement”), pursuant to which Merger Sub will commence a tender offer (the “Offer”) ~~form~~to purchase all of ~~which~~the isoutstanding ~~attached~~shares ~~hereto~~of asthe ~~Exhibit~~Company’s 10common stock, $0.0001 par value, at a price of $1.48 per share in cash, ~~and~~without isinterest, ~~incorporated~~subject byto ~~reference~~any ~~herein~~applicable withholding taxes.

~~Item~~On 8October 10, 2018, and in connection with the Merger Agreement, the Compensation Committee of the Company approved the following actions, each of which is conditioned on the consummation of the merger pursuant to the Merger Agreement, with respect to equity awards held by the Company’s named executive officers Fred E.01 ~~Other~~Durham ~~Events~~III, Phillip L. Milliner, Jr., and Ekumene M. Lysonge:

On• ~~September 28,~~All ~~2018,~~outstanding options to purchase common stock of the Company ~~and~~held ~~Parent~~by ~~issued~~the anamed ~~joint~~executive ~~press~~officers ~~release~~that ~~announcing~~provide for time-based vesting, will be amended such that, ~~they~~immediately ~~had~~prior ~~entered~~to ~~into~~the effective time of the ~~Merger~~merger, ~~Agreement.~~such ~~The~~stock ~~Company~~options ~~is furnishing~~will abe ~~copy~~converted ofinto restricted stock units (RSUs) at the ~~press~~ratio ~~release~~of as1 ~~Exhibit~~RSU ~~99.~~for every 2 ~~hereto~~shares underlying the outstanding stock options. When issued, the new RSUs will be 100% vested.

•

All outstanding options to purchase common stock of the Company held by the named executive officers that provide for performance-based vesting, will terminate at the closing with no portion of such option being earned;

•

All outstanding performance-based restricted stock units (PSUs) granted prior to 2018 and held by the named executive officers will terminate at closing with no portion of such PSUs being earned;

•

The outstanding performance-based restricted stock units (PSUs) granted effective May 1, 2018 and held by the named executive officers, will be amended, subject to the consent of the participant holding such award pursuant to the form of Amendment to the May 1, 2018 Notice of Performance-Based Restricted Stock Unit Award, to provide that the achievement of the performance criteria for calendar year 2018 will be determined by Snapfish, LLC following December 31, 2018, with payment for the earned portion of the award subject to such holder continuing to be employed by the Company or its successor on the payment date, and subject to the merger occurring prior to December 31, 2018;

•

each outstanding time-based restricted stock unit held by the named executive officers will become fully vested as of immediately prior to the effective time of the merger so long as such individual remains employed by the Company as of the closing date.

Additionally, the Compensation Committee approved the following, each of which is conditioned on the consummation of the merger pursuant to the Merger Agreement:

•

the bonuses that each of Phillip L. Milliner, Jr. and Ekumene M. Lysonge are entitled to receive pursuant to the Company’s cash bonus plan and form of change in control agreement for senior management, shall be revised such that (a) a pro rata amount of the 2018 bonus to which each executive officer is entitled shall be paid at the closing of the merger based on those quarters ending prior to the merger for which the Company has received audited financial statements, and (b) in the event the executive officer is terminated without cause or is constructively terminated prior to one year following the merger, he will receive the remaining portion of the 2018 bonus upon such termination. In the event the June 30, 2018 financial statements are the final audited quarterly financial statements, then Mr. Milliner would receive a pro-rata bonus of $125,000 at closing and be eligible to receive $62,500 in the event he is terminated without cause or constructively terminated within one year, and Mr. Lysonge would receive a pro-rata bonus of $96,000 at closing and be eligible to receive $48,000 in the event he is terminated without cause or constructively terminated within one year.

•

An amendment to the Retention Award Agreement with each of Phillip L. Milliner, Jr. and Ekumene M. Lysonge pursuant to a form of Amendment to the CafePress Inc. Form of Retention Award Agreement, to provide for 100% payment of the retention bonus at closing, so long as each individual remains employed by the Company as of the closing date. In the event that Mr. Milliner and Mr. Lysonge remain employed by the Company as of the closing date of the merger, then Mr. Milliner would receive a retention bonus of $175,000 at closing and Mr. Lysonge would receive a retention bonus of $146,000 at closing.

The foregoing descriptions of the form of Amendment to the May 1, 2018 Notice of Performance-Based Restricted Stock Unit Award and the form of Amendment to the CafePress Inc. Form of Retention Award Agreement are qualified in their entirety by the full text of the agreements, the forms of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of September 28, 2018, by and among Snapfish, LLC, Snapfish Merger Sub and CafePress, Inc.*
10.1+		Form of Amendment to the May 1, 2018 Notice of Performance-Based Restricted Stock Unit Award.
10.1+		Form of Amendment No. 1 to the Amended and Restated Change in Control for Senior Management Agreement
10.2+		Form of Amendment to the CafePress Inc. Form of Retention Award Agreement.
99.1		Form of Support Agreement
99.2		Joint Press Release dated September 28, 2018

+ Management contract, compensatory plan or arrangement.

* Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are forward-looking statements, including statements with respect to the proposed Offer and ~~Merger~~merger, ~~including~~the ~~anticipated~~treatment ~~timing,~~of ~~closing~~equity ~~conditions~~awards in connection therewith, and ~~treatment~~the payment of ~~outstanding~~certain ~~equity~~bonus ~~awards~~amounts in connection therewith. Forward-looking statements may be typically identified by such words as “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from the expectations expressed in the forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, any or all of such forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or ~~its~~ its businesses or operations.

Factors which could cause actual results to differ from those projected or contemplated in any such forward-looking ~~statements~~ statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that Parent may not receive sufficient number of shares tendered from ~~the~~ the Company’s stockholders to complete the Offer; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each of Parent and the Company to consummate ~~the~~ the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Parent or the Company; (5) the ability of Parent or the Company to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) Parent’s ability to achieve the synergies and value expected from the transaction, as well as delays, challenges and expenses associated with integrating the Company with Parent’s existing businesses; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Quarterly Report on Form 10-Q, and more recent reports filed with the SEC. The Company cannot give assurance that the conditions to the transaction will be satisfied. Company does not undertake any intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The foregoing factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Quarterly Report on Form 10-Q, and more recent reports filed with the SEC. The Company cannot give assurance that the conditions to the transaction will be satisfied. Company does not undertake any intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Additional Information and Where to Find It

The Offer described herein has not yet commenced. This Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offer will only be made through a tender offer statement on Schedule TO, an offer to purchase, form of letter of transmittal and other documents relating to the tender offer (collectively, the “Tender Offer Materials”), each to be filed with the SEC by Parent. In addition, the Company will file with the SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer. Parent and the Company expect to mail the Tender Offer Materials, as well as the Schedule 14D-9, to the Company’s stockholders. Any solicitation of offers to buy shares of the Company’s common stock will only be made pursuant to the Tender Offer Materials.

THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS AND THE SCHEDULE 14D-9, INCLUDING ALL AMENDMENTS TO THOSE MATERIALS. SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Investors and security holders may obtain a free copy of these documents after they have been filed with the SEC, and other annual, quarterly and special reports and other information filed with the SEC by the Company, at the SEC’s website at www.sec.gov. In addition, such materials will be available for free from Parent or the Company by directing any requests to investor relations at Parent or the Company at the applicable phone number or email address below.

Parent Contacts

Snapfish, LLC

Jeffrey A. Sim

310-595-5651

jsim@snapfish-llc.com

Company Contacts

Media Relations:

CafePress Inc.

pr@cafepress.com

Investor Relations:

CafePress Inc.

Phil Milliner

502-822-7503

pmilliner@cafepress.com

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.

Date: September 28, 2018

CAFEPRESS INC.

Date: October 11, 2018

CAFEPRESS INC.

/s/ Ekumene M. Lysonge

Ekumene M. Lysonge Vice President, General Counsel and Secretary

Filing Compare · CAFEPRESS INC.