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): December 18, 2017 |
__________________________________________
Cimpress N.V.
(Exact Name of Registrant as Specified in Its Charter)
__________________________________________
The Netherlands | 000-51539 | 98-0417483 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
Hudsonweg 8 | ||
Venlo | 5928 LW | |
The Netherlands | (Zip Code) | |
(Address of Principal Executive Offices) | ||
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): | ||||
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
o | 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 (§240.12.b-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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 18, 2017, Cimpress N.V. and Cornelis David Arends, Cimpress' Executive Vice President and President, Upload and Print Businesses, entered into an amendment to Mr. Arends' Employment Agreement dated November 1, 2015 (the "Original Employment Agreement") extending the Original Employment Agreement from a term originally ending on January 10, 2018 to an indefinite term. Under the Original Employment Agreement, Cimpress agreed to pay Mr. Arends a base salary of €125,000 per month, and Mr. Arends is eligible to receive a monthly car and fuel allowance and also participate in the pension scheme made available to members of the management team in his location. The amendment made no changes to the Original Employment Agreement other than the extension of the term.
On December 18, 2017, Cimpress N.V. and Mr. Arends also entered into an amendment to Mr. Arends' Long-Term Assignment Agreement dated December 9, 2015 relating to his relocation and assignment to Cimpress' office in Paris, France (the "Original Assignment Agreement") extending the term of the Original Assignment Agreement from January 10, 2018 to July 31, 2018. Under the Original Assignment Agreement, Mr. Arends' base salary was increased to €1,750,000 per year for the term of the assignment, he receives a mobility premium of €500,000 per year, and Cimpress agreed to pay for Mr. Arends' housing costs up to €15,000 per month. The amendment made no changes to the Original Assignment Agreement other than the extension of the term.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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: December 20, 2017 | CIMPRESS N.V. | |
By: | /s/Sean E. Quinn | |
Sean E. Quinn | ||
Executive Vice President and Chief Financial Officer | ||
Cornelis David Arends
December 13, 2017
Extension employment agreement
Dear Kees,
On November 1, 2015 you entered into an employment agreement with Cimpress N.V. for a term of twenty-six months [the "Employment Agreement"]. The Employment Agreement is attached as Annex I. As part of the terms and conditions of your employment, we also concluded the Invention & Non-Disclosure Agreement and Non-Competition & Non-Solicitation Agreement (both included as Annex II).
The term of the Employment Agreement will expire on January 10, 2018. We have agreed to extend the Employment Agreement as from January 10, 2018 for an indefinite term, under the same conditions as included in the Employment Agreement and in the Invention & Non-Disclosure Agreement and Non-Competition & Non-Solicitation Agreement.
Please return a signed copy of this letter to us in acceptance of these terms.
Sincerely,
Robert Keane
Chairman of the Management Board
/s/Robert S. Keane Cimpress N.V. Dated: 18 December 2017 | /s/Cornelis David Arends Cornelis David Arends Dated: 15 December 2017 |
Annex I:
Employment agreement dated November 1, 2015
Annex II:
Invention & Non-Disclosure Agreement and Non-Competition & Non-Solicitation Agreement
ST\ASD\19684009.1
Cornelis David Arends
December 13, 2017
Extension assignment agreement
Dear Kees,
You are currently assigned by Cimpress N.V. to Cimpress France SARL under the terms of the Long Term Assignment Agreement dated December 9, 2015 (Annex A).
In our letter of today, we have agreed that your employment agreement with Cimpress N.V. will be extended as from January 10, 2018 for an indefinite term.
We hereby also agree that your assignment at Cimpress France SARL will continue under the same terms as from January 10, 2018 until July 31, 2018 at the latest.
Please return a signed copy of this letter to Cimpress N.V. to confirm you agree to this.
Sincerely,
Robert Keane
Chairman of the Management Board
/s/Robert S. Keane Cimpress N.V. Dated: 18 December 2017 | /s/Cornelis David Arends Cornelis David Arends Dated: 15 December 2017 |
Annex A: Long Term Assignment Agreement dated December 9, 2015
ST\ASD\19674787.1