What changed in this filing

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Item 9A. Controls and Procedures

2020-08-11 compared with 2019-08-09 · 54 added, 59 removed, 92 unchanged (55% of the section changed)

16 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The scope of management's assessment of the effectiveness of internal control over financial reporting as of June 30, 2019 excluded an assessment of the internal control over financial reporting of BuildASign, which we acquired during fiscal 2019.

The results of BuildASign are included in our 2019 consolidated financial statements and represent approximately 2% of consolidated total assets as of June 30, 2019, and approximately 4% of consolidated total revenue for the year ended June 30, 2019.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2020.

17 unchanged sentences

Exhibits, Financial Statement Schedules

(a) Consolidated Financial Statements.

For a list of the consolidated financial information included herein, see the Index to the Consolidated Financial Statements on page 52 of this Report.

(b) Exhibits.

Articles of Association of Cimpress N.V., as amended, are incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 19, 2018

Senior Notes Indenture (including form of Notes), dated as of June 15, 2018, between Cimpress N.V., certain subsidiaries of Cimpress N.V.

as guarantors thereto, and MUFG Union Bank, N.A., as trustee,

is incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 18, 2018

Description of registered securities of Cimpress N.V.

2005 Non-Employee Directors’ Share Option Plan, as amended, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010

Common Draft Terms of Merger dated September 17, 2019 between Cimpress Limited and Cimpress N.V.

is incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 19, 2019

Constitution of Cimpress plc is incorporated by reference to Annex B to our definitive proxy statement on Schedule 14A filed with the SEC on September 27, 2019

Senior Notes Indenture (including form of 7.0% senior notes due 2026), dated as of June 15, 2018, between Cimpress plc (as successor to Cimpress N.V.), certain subsidiaries of Cimpress plc as guarantors thereto, and U.S.

Bank National Association, as successor trustee, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on June 18, 2018

Second Supplemental Indenture, dated as of December 3, 2019, with respect to the 7.0% senior notes due 2026, between Cimpress plc, certain subsidiaries of Cimpress plc as guarantors thereto, and U.S.

Bank National Association, as successor trustee, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019

Third Supplemental Indenture, dated as of February 13, 2020, with respect to the 7.0% senior notes due 2026,

between Cimpress plc, the guarantors party thereto and U.S.

Bank National Association, as successor trustee is incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 18, 2020

Senior Secured Notes Indenture (including form of 12.0% senior secured second lien notes due 2025), dated as of May 1, 2020, among Cimpress plc, the guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2020

Form of Warrant is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2020

Description of registered securities of Cimpress plc

2005 Non-Employee Directors' Share Option Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 3, 2019

Form of Nonqualified Share Option Agreement under our 2005 Non-Employee Directors’ Share Option Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009

Amended and Restated 2005 Equity Incentive Plan, as amended, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010

Amended and Restated 2005 Equity Incentive Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 3, 2019

Form of Nonqualified Share Option Agreement under our Amended and Restated 2005 Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009

2011 Equity Incentive Plan is incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A dated and filed with the SEC on June 8, 2011

2011 Equity Incentive Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 3, 2019

Form of Nonqualified Share Option Agreement under our 2011 Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011

Form of Restricted Share Unit Agreement for employees and executives under our 2011 Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011

Form of Share Award Agreement with certain former Cimpress directors is incorporated by reference to Cimpress' Current Report on Form 8-K filed with the SEC on November 19, 2018

2016 Performance Equity Plan, as amended, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 19, 2018

Form of Performance Share Unit Agreement for employees and executives under our 2016 Performance Equity Incentive Plan

Form of Performance Share Unit Agreement for our Chief Executive Officer under our 2016 Performance Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016

Form of Restricted Share Unit Agreement under our 2011 Equity Incentive Plan

Form of Share Award Agreement under our 2011 Equity Incentive Plan with certain former Cimpress directors is incorporated by reference to Cimpress' Current Report on Form 8-K filed with the SEC on November 19, 2018

2016 Performance Equity Plan is incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 3, 2019

Form of Performance Share Unit Agreement for employees and executives under our 2016 Performance Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019

Form of Performance Share Unit Agreement for members of our Board of Directors under our 2016 Performance Equity Incentive Plan is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019

2 unchanged sentences

Form of Restricted Share Award Agreement under 2015 Inducement Share Plan is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2015

Form of Indemnification Agreement between Cimpress N.V.

and each of our executive officers and members of our Board of Directors is incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 31, 2009

Form of Deed of Indemnification between Cimpress plc and each of its directors is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 29, 2020

Form of Deed of Indemnification between Cimpress plc and each executive officer is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 29, 2020

Form of Indemnification Agreement between Cimpress USA Incorporated and each director of Cimpress plc is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 29, 2020

Form of Indemnification Agreement between Cimpress USA Incorporated and each executive officer is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 29, 2020

Amended and Restated Executive Retention Agreement dated as of October 23, 2009 between Cimpress N.V.

1 unchanged sentence

Form of Executive Retention Agreement between Cimpress N.V.

and each of Peter Kelly, Donald LeBlanc, Sean Quinn, and Maarten Wensveen is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016

Employment Agreement effective September 1, 2009 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010

Amendment No.

1 to Employment Agreement dated June 14, 2010 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2010

Amendment No.

2 to Employment Agreement dated September 28, 2011 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011

Amendment No.

3 to Employment Agreement dated July 25, 2012 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2012

Amendment No.

4 to Employment Agreement dated September 1, 2013 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013

Amendment No.

5 to Employment Agreement dated September 30, 2014 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014

Amendment No.

6 to Employment Agreement dated September 30, 2015 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2015

Amendment No.

7 to Employment Agreement dated August 23, 2016 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016

Amendment No.

8 to Employment Agreement dated September 30, 2017 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017

Amendment No.

9 to Employment Agreement dated July 31, 2018 between Cimpress USA Incorporated and Robert Keane is incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended June 30, 2018

and each of Sean Quinn, and Maarten Wensveen is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016

Memorandum clarifying relative precedence of agreements dated May 6, 2010 between Cimpress N.V.

2 unchanged sentences

and Robert Keane is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 17, 2016

Amended and Restated Employment Agreement dated December 9, 2016 between National Pen Co.

LLC and Peter Kelly

Repatriation Agreement and Termination of Relocation Services Agreement for Long-Term Assignment dated May 1, 2019 between Cimpress USA Incorporated and Maarten Wensveen

Form of Invention and Non-Disclosure Agreement between Cimpress and each of Robert Keane, Donald LeBlanc, Sean Quinn, and Maarten Wensveen is incorporated by reference to our Registration Statement on Form S-1, as amended

Form of Non-Competition and Non-Solicitation Agreement between Cimpress and each of Robert Keane, Donald LeBlanc, Sean Quinn, and Maarten Wensveen is incorporated by reference to our Registration Statement on Form S-1, as amended

Employment Agreement dated December 20, 2018 among Cornelis David Arends, Cimpress Investments B.V., and Cimpress N.V.

is incorporated by reference to Cimpress' Current Report on Form 8-K filed with the SEC on December 27, 2018

Separation Agreement dated January 30, 2019 between Cimpress USA Incorporated and Katryn Blake is incorporated by reference to Cimpress' Current Report on Form 8-K filed with the SEC on January 30, 2019

Call Option Agreement dated November 16, 2009 between Cimpress N.V.

and Stichting Continuïteit Cimpress (formerly Stichting Continuïteit Vistaprint) is incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 19, 2009

Amendment and Restatement Agreement dated as of July 13, 2017 among Cimpress N.V., Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., and Cimpress USA Incorporated, as borrowers (the “Borrowers”);

Form of Invention and Non-Disclosure Agreement between Cimpress and each of Robert Keane, Sean Quinn, and Maarten Wensveen is incorporated by reference to our Registration Statement on Form S-1, as amended

Form of Non-Competition and Non-Solicitation Agreement between Cimpress and each of Robert Keane, Sean Quinn, and Maarten Wensveen is incorporated by reference to our Registration Statement on Form S-1, as amended

Amendment and Restatement Agreement dated as of July 13, 2017 among Cimpress plc (as successor to Cimpress N.V.), Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., and Cimpress USA Incorporated, as borrowers (the “Borrowers”);

the lenders named therein as lenders;

5 unchanged sentences

Amendment No.

2, dated as of January 7, 2019, among the Borrowers, as borrowers (the “Borrowers”);

2, dated as of January 7, 2019, among the Borrowers, as borrowers;

the financial institutions named therein;

and the Administrative Agent, as administrative agent for the lenders, to the senior Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, and as further amended and restated as of July 13, 2017, among the Borrowers, the lenders named therein, and the Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 8, 2019

Amendment No.

3, dated as of February 13, 2020, among the Borrowers, as borrowers;

the lenders named therein as lenders;

and the Administrative Agent, as administrative agent for the lenders, to the senior Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, and as further previously amended, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 18, 2020

Amendment No.

4, dated as of April 28, 2020, among the Borrowers, as borrowers;

the lenders named therein as lenders;

and the Administrative Agent, as administrative agent for the lenders, to the senior Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, and as further previously amended, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 30, 2020

Second Amended and Restated Guaranty dated as of July 13, 2017 between Cimpress' subsidiary guarantors named therein as guarantors (the "Subsidiary Guarantors") and the Administrative Agent, which amends and restates the Amended and Restated Guaranty dated as of February 8, 2013 between the Subsidiary Guarantors and the Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14, 2017

Borrower Assumption Agreement dated as of December 3, 2019 between Cimpress plc and the Administrative Agent relating to the Credit Agreement as amended and restated as of July 13, 2017 among the Borrowers, as borrowers;

the lenders named therein as lenders;

and the Administrative Agent as administrative agent for the lenders, is incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019

Amended and Restated Pledge and Security Agreement dated as of July 13, 2017 between Cimpress USA Incorporated, Vistaprint Limited, Cimpress Schweiz GmbH, and Vistaprint B.V., as Borrowers, and Cimpress USA Manufacturing Incorporated, National Pen Co.

LLC, National Pen Tennessee LLC, NP Corporate Services LLC, Pixartprinting USA Incorporated, Vistaprint Corporate Solutions Incorporated, and Webs, Inc., as Subsidiary Guarantors, on one hand, and the Administrative Agent, on the other hand, which amends and restates the Pledge and Security Agreement dated as of February 8, 2013, between such Borrowers and Subsidiary Guarantors and the Administrative Agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 14, 2017

Subsidiaries of Cimpress N.V.

Note and Warrant Purchase Agreement, dated as of April 28, 2020, among Cimpress plc, the guarantors party thereto and AP Print, Ltd.

is incorporated by reference to our Current Report on Form 8-K filed with the SEC on April 30, 2020

Pledge and Security Agreement, dated as of May 1, 2020, among the guarantors party thereto and U.S.

Bank National Association, as collateral agent, is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2020

Intercreditor Agreement, dated as of May 1, 2020, among JPMorgan Chase Bank, N.A., as first lien collateral agent;

Bank National Association, as second lien notes agent;

Cimpress plc;

and the guarantors party thereto is incorporated by reference to our Current Report on Form 8-K filed with the SEC on May 4, 2020

Subsidiaries of Cimpress plc

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer

The following materials from this Annual Report on Form 10-K, formatted in Extensible Business Reporting Language (XBRL):

The following materials from this Annual Report on Form 10-K, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Statements of Shareholder's Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements.

Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

__________________

4 unchanged sentences

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.

August 9, 2019 Cimpress N.V.

August 11, 2020 Cimpress plc

/s/ Robert S.

9 unchanged sentences

/s/ Sophie A.

Lead Non-Executive Director

August 11, 2020

Non-Executive Director

August 11, 2020

/s/ Zachary S.

Non-Executive Director

August 11, 2020

/s/ Scott Vassalluzzo

Non-Executive Director

August 11, 2020

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures