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EX-10.1 - EX-10.1 - CAFEPRESS INC.d883573dex101.htm

 

 

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: March 1, 2015

(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

incorporation or organization)

  (Commission File Number)  

(I.R.S. employer

identification number)

6901 A Riverport Drive, Louisville, Kentucky 40258

(Address of principal executive offices, including zip code)

(502) 995-2258

(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 March 1, 2015, CafePress Inc. (the “Company”) completed the closing of the previously announced sale of its Arts business pursuant to the asset purchase agreement (the “Asset Purchase Agreement”) with Circle Graphics, Inc. (“Circle Graphics”), dated as of February 11, 2015.

Pursuant to the Asset Purchase Agreement, the Company received $31.5 million for the sale of its Arts business, including $27.72 million in cash and $3.78 million in escrow for the Company’s indemnification obligations pursuant to an escrow agreement between the Company, Circle Graphics and the escrow agent.

In connection with the Asset Purchase Agreement, the Company also entered into a transition services agreement with Circle Graphics for a period of one year, effective as of the closing date (the “Closing Date”), and a commercial agreement whereby certain products purchased on the Company’s websites will be exclusively fulfilled by Circle Graphics for a period of three years following the Closing Date. The transaction did not require a vote of the Company’s stockholders, and there is no material relationship between the Company and Circle Graphics other than in respect of the Asset Purchase Agreement.

The above description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

10.1    Asset Purchase Agreement, dated as of February 11, 2015, by and between CafePress Inc. and Circle Graphics, Inc.


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: March 3, 2015 CafePress Inc.
By:

/s/ Garett Jackson

Garett Jackson
Chief Financial Officer