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): March 13, 2015

 

 

Cimpress N.V.

(Exact Name of Registrant as Specified in Charter)

 

 

 

The Netherlands		000-51539		98-0417483
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Hudsonweg 8 Venlo The Netherlands		5928 LW
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 31 77 850 7700

Not applicable

(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))

 

 

 

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Item 8.01.

Other Events

On March 13, 2015, Cimpress N.V. (the “Company”) priced its previously announced private offering of $275.0 million in aggregate principal amount of 7.0% senior notes due 2022 (the “Notes”). The Notes will pay interest on a semi-annual basis. The price to investors will be 100% of the principal amount of the Notes. The offering of the Notes is expected to close on March 24, 2015, subject to customary closing conditions.

The Notes are being sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside the United States under Regulation S under the Securities Act.

The press release announcing the pricing of the offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 shall constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

Item 9.01.

Financial Statements and Exhibits

See the Exhibit Index attached to this report.

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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 hereunto duly authorized.

 

Date: March 13, 2015				CIMPRESS N.V.
				By:		/s/ Ernst Teunissen
						Ernst Teunissen Executive Vice President and Chief Financial Officer

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Exhibit Index

 

Exhibit No.		Description
99.1		Press release dated March 13, 2015 entitled “Cimpress Prices Offering of Senior Notes”

Exhibit 99.1

 

		Contacts:
		Investor Relations:
		Meredith Burns
		ir@cimpress.com
		+1.781.652.6480
		Media Relations:
		Cheryl Wadsworth mediarelations@cimpress.com
		+1.781.690.2120

Cimpress Prices Offering of Senior Notes

Venlo, the Netherlands, March 13, 2015 — Cimpress N.V. (Nasdaq: CMPR) today announced it has priced the previously announced private offering of $275.0 million in aggregate principal amount of 7.0% senior notes due 2022 (the “notes”). The notes will pay interest on a semi-annual basis. The price to investors will be 100% of the principal amount of the notes. The issuance of the notes is expected to close on March 24, 2015, subject to customary closing conditions.

The company intends to use the net proceeds of this offering to repay outstanding indebtedness under an unsecured line of credit, to repay the indebtedness outstanding under our revolving credit facility and for general corporate purposes.

The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and other applicable securities laws. Within the United States, the notes will only be offered to investors who are “qualified institutional buyers,” as defined in Rule 144A under the Securities Act. Outside the United States, the notes will only be offered to investors who are persons other than “U.S. persons,” as defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act.

This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Some of the statements in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, the offering of the notes and the intended use of proceeds of the notes. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release, including market conditions and the risks and uncertainties referenced from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.