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): ~~October~~November 109, 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 52.0201. ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets.

As previously disclosed, on September 28, 2018, CafePress Inc., a Delaware corporation (ethe “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”).

AsPursuant ~~previously~~to ~~disclosed, on September 28, 2018, CafePress Inc. (~~the ~~“Company”), Snapfish, LLC, a California limited liability company (“Parent”) and Snapfish~~ Merger ~~Sub, Inc., a Delaware corporation (“Merger Sub”) entered into an~~ Agreement ~~and Plan of Merger (the “Merger Agreement”)~~, ~~pursuant to which~~ Merger Sub ~~will~~commenced ~~commence~~ a tender offer (the “Offer”) to purchase all of the outstanding shares of(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, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 12, 2018 (as amended or supplemented from time to time), and in the related Letter of Transmittal (as amended or supplemented from time to time).

OnThe ~~October 10,~~Offer ~~2018~~expired at midnight, ~~and~~New inYork ~~connection~~time ~~with~~at the ~~Merger~~end ~~Agreement~~of November 8, 2018 (the ~~Compensation~~“Expiration ~~Committee~~Time”). ofThe ~~the~~depositary ~~Company~~and ~~approved~~paying agent for the Offer ~~following~~advised ~~actions~~that, ~~each~~as of ~~which is~~the ~~conditioned~~Expiration onTime, ~~the~~a ~~consummation~~total of ~~the~~14,235,152 ~~merger~~Shares had been validly tendered and not properly withdrawn pursuant to the ~~Merger Agreement~~Offer, ~~with~~which ~~respect~~tendered toShares ~~equity~~represented ~~awards~~approximately ~~held~~82.9% byof the ~~Company’s~~outstanding ~~named~~Shares ~~executive~~as ~~officers~~of ~~Fred~~the Expiration E.Time ~~Durham~~(not ~~III~~including 90,620 ~~Phillip~~Shares L.delivered ~~Milliner~~through Notices of Guaranteed Delivery, Jrrepresenting approximately 0.,5% ~~and~~of ~~Ekumene~~the MShares outstanding). ~~Lysonge:~~Merger Sub accepted for exchange all such Shares validly tendered and not properly withdrawn pursuant to the Offer.

•On ~~All~~November 9, ~~outstanding~~2018, ~~options~~pursuant to ~~purchase~~the ~~common~~terms ~~stock~~and conditions of the ~~Company~~Merger ~~held by the named executive officers that provide for time-based vesting~~Agreement, ~~will~~Parent becompleted ~~amended~~its ~~such~~acquisition ~~that, immediately prior to the effective time~~ of CafePress ~~the~~when ~~merger,~~Merger ~~such~~Sub ~~stock~~merged ~~options~~with ~~will~~and ~~be converted~~ into ~~restricted~~CafePress ~~stock units~~ (~~RSUs) at~~ the ~~ratio~~“Merger”), ofwith 1CafePress ~~RSU~~continuing ~~for~~as ~~every~~the 2surviving ~~shares~~corporation ~~underlying~~ (the ~~outstanding~~“Surviving ~~stock~~Corporation”) ~~options.~~in ~~When issued,~~ the ~~new~~Merger ~~RSUs~~and ~~will~~a bewholly-owned ~~100%~~subsidiary ~~vested~~of Parent.

•The ~~All~~Merger ~~outstanding~~was ~~options~~governed by Section 251(h) of the Delaware General Corporation Law (the “DGCL”), with no stockholder vote required to ~~purchase~~consummate the ~~common~~Merger. ~~stock~~At the effective time of the Merger (the “Effective Time”), each Share (other than the Shares held in the treasury of the Company, Shares held owned by ~~the~~Parent, ~~named~~Merger ~~executive~~Sub ~~officers~~or ~~that~~any ~~provide~~other ~~for~~affiliate ~~performance-based~~of ~~vesting~~Parent, ~~will~~and ~~terminate~~Shares atas ~~the~~to ~~closing~~which appraisal rights have been perfected in accordance with noapplicable ~~portion~~law, ofwhich ~~such~~were ~~option~~canceled ~~being~~and ~~earned;~~extinguished) was converted into the right to receive the Offer Price.

•The ~~All~~Offer ~~outstanding~~Price ~~performance-based~~and ~~restricted~~related ~~stock~~costs ~~units~~and ~~(PSUs)~~expenses ~~granted~~were ~~prior~~funded tofrom ~~2018~~(i) available ~~and~~cash ~~held~~on byhand, ~~the~~and ~~named~~(ii) cash ~~executive~~on ~~officers~~hand ~~will terminate~~ at ~~closing~~CafePress. ~~with no portion of such PSUs being earned;~~

• The ~~outstanding~~foregoing ~~performance-based~~descriptions ~~restricted~~of ~~stock~~the ~~units~~Offer, ~~(PSUs)~~the ~~granted~~Merger ~~effective~~and ~~May~~the 1,Merger ~~2018~~Agreement ~~and~~in ~~held~~this byItem 2.01 ~~the~~of ~~named~~this ~~executive~~Current ~~officers,~~Report ~~will~~on Form 8-K bedo ~~amended,~~not ~~subject~~purport to ~~the~~be ~~consent~~complete ofand ~~the~~are ~~participant~~subject ~~holding~~to ~~such~~and ~~award~~qualified ~~pursuant~~in totheir ~~the~~entirety ~~form~~by ofreference ~~Amendment~~ to the ~~May~~full 1,text ~~2018 Notice~~ of ~~Performance-Based~~the ~~Restricted~~Merger ~~Stock Unit Award~~Agreement, toa ~~provide~~copy ~~that the achievement~~ of ~~the~~which ~~performance~~was ~~criteria~~filed ~~for~~as ~~calendar~~Exhibit 2.1 ~~year~~to CafePress’ ~~2018~~Current ~~will~~Report beon ~~determined by Snapfish~~Form 8-K, ~~LLC~~filed ~~following December 31, 2018,~~ with ~~payment for~~ the ~~earned~~U.S. ~~portion~~Securities ofand ~~the~~Exchange ~~award~~Commission ~~subject to such holder continuing to be employed by~~ (the ~~Company~~“SEC”) ~~or its successor~~ on ~~the payment date~~September 28, 2018 and ~~subject~~incorporated toherein ~~the~~by ~~merger~~reference. ~~occurring prior to December 31, 2018;~~

•Item ~~each~~3.01. ~~outstanding~~Notice ~~time-based restricted stock unit held by the named executive officers will become fully vested as~~ of ~~immediately~~Delisting ~~prior~~or Failure to ~~the~~Satisfy ~~effective~~a ~~time~~Continued ofListing ~~the~~Rule ~~merger~~or soStandard; ~~long~~Transfer ~~as such individual remains employed by the Company as~~ of ~~the closing date~~Listing.

~~Additionally,~~Prior to the ~~Compensation~~market ~~Committee~~opening ~~approved~~on ~~the~~November 9, ~~following~~2018, ~~each~~as a result of ~~which~~the istransactions ~~conditioned~~described in Item 2.01 of this Current Report on Form 8-K, which are incorporated herein by reference, CafePress (i) notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the ~~merger~~Merger ~~pursuant~~and (ii) requested that Nasdaq file a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the ~~Merger~~Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Shares will have ~~Agreement:~~ceased trading on the Nasdaq immediately prior to opening of trading on November 9, 2018. CafePress also intends to file with the SEC a Form 15 requesting the deregistration of the Shares and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

•Item ~~the bonuses that each of Phillip L~~3. ~~Milliner, Jr~~03. ~~and~~Material ~~Ekumene~~Modification ~~M. Lysonge are entitled~~ to ~~receive~~Rights ~~pursuant to the Company’s cash bonus plan and form~~ of ~~change~~Security 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 terminationHolders. 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.

•As Ana ~~amendment~~result toof the ~~Retention~~Merger, ~~Award Agreement with~~ each ofShare ~~Phillip~~that L.was ~~Milliner,~~issued ~~Jr.~~ and ~~Ekumene~~outstanding M.immediately ~~Lysonge~~prior ~~pursuant~~ to ~~a form of Amendment to~~ the ~~CafePress~~Effective ~~Inc.~~Time ~~Form~~(other ofthan ~~Retention Award Agreement, to provide for 100% payment of~~ the ~~retention~~Shares ~~bonus~~held atin ~~closing, so long as each individual remains employed by~~ the ~~Company~~treasury as of the ~~closing~~Company, ~~date.~~Shares Inowned ~~the event that Mr. Milliner and Mr. Lysonge remain employed~~ by ~~the~~Parent, ~~Company~~Merger asSub ofor ~~the~~any ~~closing~~other ~~date~~affiliate of ~~the merger~~Parent, ~~then~~and ~~Mr.~~Shares ~~Milliner~~as ~~would~~to ~~receive~~which aappraisal ~~retention~~rights ~~bonus~~have ofbeen ~~$175,000~~perfected atin ~~closing~~accordance ~~and~~with ~~Mr.~~applicable ~~Lysonge would receive a retention bonus of $146~~law,~~000~~ ~~at closing.~~

~~The~~ which ~~foregoing~~were ~~descriptions~~canceled ofand ~~the~~extinguished) ~~form~~was ofconverted, ~~Amendment~~at to the ~~May 1~~Effective Time, ~~2018~~into ~~Notice of Performance-Based Restricted Stock Unit Award and~~ the ~~form~~right ~~of Amendment~~ to receive the ~~CafePress~~Offer ~~Inc~~Price. ~~Form~~Accordingly, ofat ~~Retention~~the ~~Award~~Effective ~~Agreement~~Time, ~~are qualified in their entirety by~~ the ~~full~~holders ~~text~~ of ~~the~~such ~~agreements,~~Shares ~~the~~ceased ~~forms~~to have ofany ~~which~~rights ~~are~~as ~~attached~~stockholders ~~hereto~~of asCafePress, ~~Exhibit~~other ~~10.1~~than ~~and~~the ~~Exhibit~~right ~~10.2~~to ~~and~~receive ~~are incorporated~~the byOffer ~~reference herein~~Price.

~~Item~~The 9information set forth in Items 2.01, ~~Financial~~3.01, ~~Statements~~5.01 and 5.03 ~~Exhibits~~of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~(d)~~Item ~~Exhibits~~5.01. Changes in Control of Registrant.

Exhibit No.		Description
10.1+		Form of Amendment to the May 1, 2018 Notice of Performance-Based Restricted Stock Unit Award.
10.2+		Form of Amendment to the CafePress Inc. Form of Retention Award Agreement.

As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer, a change in control of CafePress occurred. Upon the Effective Time, Merger Sub merged with and into CafePress, with CafePress continuing as the Surviving Corporation and a wholly-owned subsidiary of Parent.

The information set forth in Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

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

In accordance with the Merger Agreement, as of the Effective Time, each of Anthony C. Allen, Mary Ann Arico, Fred E. Durham III, Alan B. Howe and Kenneth T. McBride (collectively, the “Former Directors”) ceased serving as members of the board of directors of CafePress and, in connection therewith, the Former Directors also ceased serving on any committees of which such Former Directors were members.

In connection with the consummation of the Merger, on November 9, 2018, CafePress entered into a Separation Agreement and General Waiver and Release (the “Separation Agreement”), with Fred E. Durham III, CafePress’ Chief Executive Officer. Pursuant to the Separation Agreements, as of the Effective Time, Mr. Durham ceased to serve as the Company’s Chief Executive Officer.

In connection with his separation from employment and in exchange for the execution of a release of claims pursuant to the Separation Agreements, Mr. Durham is entitled to receive a lump sum payment in the gross amount of $125,000 as provided for under the terms of CafePress’ Amended and Restated Change in Control Agreement for Senior Management.

This summary of the Separation Agreement is qualified in its entirety by the Separation Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this item 5.02.

Item 5.03.

Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, (a) the certificate of incorporation of CafePress was amended and restated in its entirety as set forth in Exhibit B to the Merger Agreement and (b) the bylaws of CafePress were amended and restated in their entirety as set forth in Exhibit C to the Merger Agreement.

Copies of the amended and restated certificate of incorporation and bylaws of the Surviving Company are attached as Exhibit 3.1 and Exhibit 3.2 respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 9.01

Financial Statements and Exhibits

Exhibits


Item 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. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CafePress on September 28, 2018).*

3.1		Amended and Restated Certificate of Incorporation of CafePress Inc.

3.2		Amended and Restated Bylaws of CafePress Inc.



10.1+		Separation Agreement and General Waiver and Release, dated November 9, 2018, between CafePress, Inc. and Fred E. Durham III.

*	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.

+	Management contract, compensatory plan or arrangement.

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, the treatment of equity awards in connection therewith, and the payment of certain bonus 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 businesses or operations.

Factors which could cause actual results to differ from those projected or contemplated in any such forward-looking 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 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 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 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: October 11, 2018

CAFEPRESS INC.

Date: November 9, 2018

CAFEPRESS INC.

/s/ Ekumene M. Lysonge

Ekumene M. Lysonge Vice President, General Counsel and Secretary

Ekumene M. Lysonge

Vice President, General Counsel and Secretary

Filing Compare · CAFEPRESS INC.