UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITY EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 18, 2016

 

 

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 zipcode)

(502) 995-2268

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K 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))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(c) Resignation of Garett Jackson, as Chief Financial Officer; Appointment of Phillip L. Milliner, Jr., as Chief Financial Officer

On July 18, 2016, Garett Jackson provided notice of his resignation from his position as Chief Financial Officer of CafePress Inc. (“CafePress” or the “Company”) effective August 26, 2016, in order to accept a leadership role in another company. In connection with the resignation of Mr. Jackson, on July 20, 2016, CafePress appointed Phillip L. Milliner, Jr., 40, as Chief Financial Officer of the Company, effective August 29, 2016. Mr. Milliner will report to the Company’s Chairman and Chief Executive Officer, Fred E. Durham, III. Mr. Jackson will remain with the Company through August to assist and facilitate a smooth transition.

From 2004 to 2016, Mr. Milliner served in various roles with Churchill Downs Incorporated, including in the roles of corporate controller from December 2004 through December 2010, Vice President, Finance from January 2011 through December 2013, and Vice President, Business Operations from January 2014 through July 2016. He also previously served as Manager, Financial Reporting at Ventas, Inc. Prior to serving in his roles at Churchill Downs and Ventas, Mr. Milliner was a Senior Associate and Manager with PricewaterhouseCoopers, in the Global Capital Markets Group in Milan, Italy and in Assurance and Business Advisory Services, respectively.

Upon the commencement of his employment and the execution of the Company’s form Amended and Restated Change of Control Agreement for Senior Management, which has been filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, Mr. Milliner will (i) receive an annual base salary of $250,000, (ii) be eligible for a pro-rated cash incentive award under the Company’s 2016 Cash Bonus Plan, which has been filed as an exhibit to our Current Report on Form 8-K filed on March 8, 2016, with a target incentive opportunity of 35% of his base salary, to be paid in the normal course of the Company’s routine award cycle, (iii) receive a cash sign-on bonus of $44,000, to be paid after 30 days of continuous employment with the Company, (iv) receive an equity grant (with a grant date of August 26, 2016) under the Company’s 2012 Stock Incentive Plan of 13,836 restricted stock units (“RSUs”) and an option to purchase 45,500 shares of the Company’s common stock (“Options”), with one-fourth (1/4) of the RSUs and Options vesting after 12 months of continuous employment with the Company, and the remainder vesting ratably on a quarterly and monthly basis in equal installments over a three-year period, respectively, and which is subject to acceleration on the terms as provided in our Amended and Restated Change in Control Agreement for Senior Management; and (v) participate in the Company’s Executive Equity Incentive Plan (“EEIP”), which was described in our Current Report on Form 8-K filed on April 26, 2016, with an equity grant of 22,000 RSUs, vesting in equal annual installments over a four-year period (2016-2019), and 69,000 performance-based stock options (for the three-year performance period, 2016 through 2018), vesting subject to the EEIP. The terms of Mr. Milliner’s employment with the Company, including his base salary and benefits upon a change in control of the Company, can be found in his offer letter and in his Change in Control Agreement, each of which is attached as an exhibit hereto, and each of which is incorporated by reference herein.

There are no family relationships between Mr. Milliner and any director, executive officer or person nominated by the Company to become a director or executive officer, and there are no transactions between Mr. Milliner or any of his immediate family members, on the one hand, and the Company or any of its subsidiaries, on the other, that would be required to be reported under Item 404(a) of Regulation S-K.

The foregoing descriptions of the offer letter with Mr. Milliner and Change in Control Agreement with Mr. Milliner are qualified in their entirety by reference to the full text of the offer letter and Change in Control Agreement, each of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K, and each of which is incorporated by reference herein.

 

Item 7.01. Regulation FD Disclosure.

A copy of the press release issued by the Company announcing Mr. Jackson’s resignation and Mr. Milliner’s appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific referencing in such filing.


Section 9 Financial Statements and Exhibit

 

Item 9.01. Financial Statements and Exhibit.

(d) Exhibits .

 

Exhibit

No.

  

Description of Exhibit

10.1    Offer Letter with Phillip L. Milliner, Jr.
10.2    Change of Control Agreement with Phillip L. Milliner, Jr.
99.1    Press Release dated July 20, 2016


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.

 

    CAFEPRESS INC.

July 20, 2016

   

/s/ Ekumene M. Lysonge

    By: Ekumene M. Lysonge
    Title: Vice President, General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit

No.

  

Description of Exhibit

10.1    Offer Letter with Phillip L. Milliner, Jr.
10.2    Change of Control Agreement with Phillip L. Milliner, Jr.
99.1    Press Release dated July 20, 2016

Exhibit 10.1

 

LOGO   

CafePress Inc.

11909 Shelbyville Rd.

Louisville, KY 40242

Office: (502) 995-2220

Fax: (502) 995-2231

July 15, 2016

Phillip Milliner, Jr.

11704 Seatonville Rd

Louisville, KY 40291

 

RE: Offer of Employment with CafePress Inc.

Dear Phil,

CafePress Inc., a Delaware corporation (the “ Company ),   is pleased to offer you the position of Chief Financial Officer, reporting to Fred Durham, CEO. We look forward to welcoming you as a part of our team!

Your base salary will be $9615.39 bi-weekly, less payroll deductions and all required withholdings. As an exempt professional employee and in accordance with Kentucky law, you will not be entitled to overtime compensation. You will be eligible for the Company’s standard benefits package, see enclosed summary, as they are made available to employees of the Company. This package will be explained in detail when you attend the Company’s new hire orientation.

You will be eligible for cash incentive compensation representing up to a maximum of thirty five percent (35%) of your base salary payable in connection with achieved revenue target and other performance criteria and any other terms and conditions as established by your manager and/or the Company Board of Directors. This will be pro-rated for 2016.

You will receive a sign-on bonus of $44,000.00, less applicable taxes, paid within 30 days or in the first payroll cycle 30 days after the effective date of employment. If you voluntarily leave the Company within one year of the start date, all amounts paid to you in connection with this sign on bonus shall be repaid to the “Company” within twenty (20) days of your last day of employment with the Company.

In addition, you will receive a sign-on equity grant of 13,836 restricted stock units, with one-fourth (1/4) vesting after 12 months of continuous employment, and the remainder vesting ratably quarterly over a three-year period, and 45,500 stock options, with one-fourth (1/4) vesting after 12 months of continuous employment, and the remainder vesting ratably monthly over a three-year period, subject to the terms and conditions of the 2012 Stock Incentive Plan (the “Plan”), and an executed restricted stock unit agreement and stock option agreement.

11909 Shelbyville Rd. / Louisville, KY 40242 / 502-995-2220


LOGO   

CafePress Inc.

11909 Shelbyville Rd.

Louisville, KY 40242

Office: (502) 995-2220

Fax: (502) 995-2231

 

In connection with your employment, the Company will recommend that the Board of Directors grant you 22,000 restricted stock units and 69,000 performance-based stock options (for the three-year performance period, 2016 through 2018), vesting in accordance with the Executive Equity Incentive Plan, the 2012 Stock Incentive Plan, and your executed restrict stock unit agreement and performance-based stock option agreement.

Company maintains an “at-will” employment policy. Our offer is based on confidence that your relationship Company will be a mutually rewarding and enriching experience. However, you must understand that employment with the Company is w at-will.” This means that either you or the Company can terminate the relationship at any time and for any reason, without cause and without prior notice. This at-will employment relationship cannot be changed except in a writing expressly changing your at-will employment status and that writing must be signed by a duly authorized officer of the Company and you. Further, your participation in any stock option or benefit program is not a guarantee of continued employment for any particular period of time.

This offer of employment is valid until the close of business Monday, July 18, 2016. It represents the entire agreement and understanding between you and the Company regarding its subject matter and it supersedes and replaces any and all prior agreements and understandings between you and the Company regarding its subject matter. Please let us know of your decision to join Company by signing a copy of this offer and returning it to us not later than July 18, 2016. Your offer is contingent upon (1) successful completion of background, and reference checks; and (2) signing of the Company’s Proprietary Information and Inventions Agreement.

You must also establish your identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA). Enclosed is a copy of the Employment Verification Form (I-9), with instructions required by IRCA. Please review this document and bring the appropriate original documentation on your first day of work. If you are a legal alien authorized to work in the United States, Company will begin to provide immigration assistance by paying reasonable visa processing costs and fees after you have completed one year of service as a Company employee. By signing this offer letter, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. In addition, if you join the Company, you agree that you will not engage in any other employment, consulting or other business activity without the prior written consent of your manager. You also agree that during your employment with the Company you will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants away from the Company.

 

11909 Shelbyville Rd. / Louisville, KY 40242 / 502-995-2220


LOGO   

CafePress Inc.

11909 Shelbyville Rd.

Louisville, KY 40242

Office: (502) 995-2220

Fax: (502) 995-2231

 

We hope you are as excited about joining Company as we are about your potential to contribute to this exciting company. Phil, we look forward to you accepting our offer and becoming part of the CafePress team!

If you accept the Company’s offer, we would like you to start on August 29, 2016 . Please indicate that start date next to the signature line of this offer letter.

Very truly yours,

CafePress Inc.

 

By:  

/s/ Mary Shelley

Name :   Mary Shelley
Title:   VP, Talent

I have read and understood this offer letter and hereby acknowledge, accept and agree to the terms set forth above.

 

Accepted by:  

/s/ Phillip L. Milliner, Jr.

Start Date:   8/29/2016

 

11909 Shelbyville Rd. / Louisville, KY 40242 / 502-995-2220

Exhibit 10.2

 

LOGO   

CafePress Inc.

11909 Shelbyville Road

Louisville, KY 40243

Office: (502) 995-2220

Fax: (502) 995-2245

Amended and Restated

Form of Change of Control Agreement

for Senior Management

July 20, 2016

Phillip L. Milliner, Jr.

CafePress Inc.

11909 Shelbyville Road

Louisville, KY 40243

Dear Phil:

I am pleased to provide you with this letter to confirm a supplemental term of your employment with CafePress Inc., a Delaware corporation (“CafePress” or the “Company”), approved by the board as of March 23, 2014.

Termination following a Change in Control . In the event you are terminated without Cause or are Constructively Terminated within twelve (12) months following a Change in Control (as such terms are defined below), then you shall receive a lump sum payment equal to twelve (12) months of your then-current base salary within thirty (30) days following your separation from service. Receipt of such payment shall be conditioned upon your execution and non-revocation of a general release in a form reasonably acceptable to the Company. This provision for severance payment shall be in addition to any provision in your stock option agreement(s) with the Company that provides for partial acceleration of vesting in the event of a termination of employment following a Change in Control.

Definitions :

Cause ” means (i) conviction of any felony, or any misdemeanor where imprisonment is imposed; (ii) the commission of any act of fraud, embezzlement or dishonesty with respect to the Company; (iii) any unauthorized use or disclosure of confidential information or trade secrets of the Company; (iv) willful misconduct or gross negligence in performance of your duties, including your refusal to comply in any material respect with the legal directives of the Company’s Board of Directors so long as such directives are not inconsistent with your position and duties, and such refusal to comply is not remedied within thirty (30) days after written notice from the Board of Directors, which notice shall state that failure to remedy such conduct may result in termination for Cause; or (v) repeated unexcused absence from the Company.

Constructively Terminated ” means your voluntary resignation within sixty (60) days following (i) a change in your position which materially reduces your duties or level of responsibility, provided that for this purpose your duties and level of responsibility will not be deemed to be materially diminished if following a Change in Control you retain the same duties and level of responsibility with respect to the Company business or the business with which such business is operationally

 

1


merged or subsumed; (ii) a material reduction in your base salary, other than in connection with a general decrease in compensation affecting officers of the Company or an acquiring corporation; or (iii) a change in your place of employment which is more than 50 miles from your place of employment, provided that in each case such change or reduction is effected without your written concurrence, and provided further that such change is not remedied within thirty (30) working days after written notice thereof from the you to the Company, which notice shall specifically reference a “Constructive Termination” pursuant to this provision. Notwithstanding the foregoing, you will not be deemed to be Constructively Terminated on account of a change in your title, change in the person or persons to whom you report or the occurrence of a mere Change in Control or other change in corporate status of the Company (such as pursuant to a “going private” transaction) absent additional action on the part of the Company or a successor company that would result in an event described in (i), (ii) or (iii) of the preceding sentence.

Change in Control ” means the occurrence of any of the following events:

(a) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization fifty percent (50%) or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity;

(b) The consummation of the sale, transfer or other disposition of all or substantially all of the Company’s assets or the shareholders of the Company approve a plan of complete liquidation of the Company; or

(c) Any “person” (as defined below) who, by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company.

For purposes of clause(c) above, the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary holding securities under an employee benefit plan maintained by the Company or a Parent or Subsidiary and (2) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the Stock.

Notwithstanding the foregoing, the term “Change in Control” shall not include a transaction the sole purpose of which is (a) to change the state of the Company’s incorporation or (b) to form a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, or (c) to effect an initial or secondary public offering of securities or debt of the Company.

 

2


Governing Law . This agreement will be governed in accordance with the laws of the State of California, without reference to principles of conflicts of law.

Acceptance . To indicate your acceptance of this agreement, please sign and date this letter in the space provided below and return it to me. A duplicate original is enclosed for your records. To the extent that any agreement between you and the Company currently provides for any severance payment following a Change in Control, the terms of this agreement shall supersede and replace any such prior agreement, whether written or oral, with respect to the payment of severance. This letter may not be modified or amended except by a written agreement, signed by the Company and by you.

If you have any questions, please contact me. If you find the terms of this letter acceptable, please sign a copy of this letter agreement and return it to me.

I agree to and accept the terms of this letter,

 

/s/ Mary Shelley

   

/s/ Phillip L. Milliner, Jr.

Mary Shelley     Phillip L. Milliner, Jr.
Vice President, Talent    

 

3

Exhibit 99.1

 

LOGO

CafePress Appoints Phillip Milliner Chief Financial Officer

Company to Report Second Quarter 2016 Financial Results and Host Quarterly Conference Call on August 4

LOUISVILLE, Ky., July 20, 2016 - CafePress Inc. (NASDAQ: PRSS), today announced the appointment of Phillip Milliner as Chief Financial Officer following the resignation of Garett Jackson. Milliner joins CafePress from Churchill Downs Incorporated (NASDAQ: CHDN) and will assume the role of Chief Financial Officer on August 29, 2016. Jackson resigned to pursue a financial leadership role for a company in the healthcare sector and will remain with CafePress through August to facilitate a smooth transition.

“Garett was instrumental through a period of significant structural change at CafePress as we stabilized and optimized our business. Now that we are preparing the company for a return to growth, we are thrilled to have attracted a top-flight local executive who played key roles during a period of explosive growth for Churchill Downs,” said Fred Durham, Chief Executive Officer. “On behalf of CafePress and our Board of Directors, we thank Garett for his leadership and many contributions and wish him only the best. We expect to benefit from Phil’s financial background and operational experience and are very excited to welcome him to CafePress.”

Milliner served in roles with increasing responsibility at Churchill Downs since 2004. In his time with the company, Milliner served as corporate controller, Vice President, Finance, and Vice President, Business Operations. Prior to that, he held financial leadership and advisory roles at Ventas, Inc. and PricewaterhouseCoopers.

“CafePress has made measurable progress under Fred and Garett’s leadership. I am excited to join the team and continue to execute on CafePress’ strategic initiatives to position the company for its next phase of growth,” commented Milliner.

“It has been a personal and professional privilege to work with CafePress’ extraordinary team. Together we have streamlined and optimized the business and I am proud of the progress we have made,” said Jackson. “I look forward to returning to financial operations within the healthcare sector, where I spent most of my career and am confident that Phil is the right choice to help guide CafePress moving forward.”


Financial Results Conference Call:

CafePress will report its second quarter 2016 financial results for the period ended June 30, 2016 following the close of market on Thursday, August 4, 2016. On that day, management will host a conference call and webcast at 5:00 p.m. ET (2:00 p.m. PT) to discuss the Company’s results. Investors should call 1-888-576-4387 or 719-325-2454 to participate in the live call. A webcast will also be available on CafePress’ investor relations website, http://investor.cafepress.com, and a replay will be available until 5:00 p.m. ET on August 11, 2016 by dialing 1-888-203-1112 and entering passcode 7784975#.

About CafePress (PRSS):

CafePress is the world’s best online gift shop that has the perfect item for every passion. Our catalog of more than 1 billion uniquely designed products – ranging from apparel to drinkware and home décor – allows our customers to express themselves and connect with others by bringing passions to life through unique items. In addition, our interactive design tools allow customers to personalize items or create their own unique items. CafePress was founded in 1999 and is headquartered in Louisville, Kentucky. For more information, visit www.cafepress.com or connect with us on Facebook , Twitter , Pinterest or Instagram .

CafePress Inc.

Media Relations:

Megan Marshall

804-461-9401

pr@cafepress.com

Investor Relations:

Whitney Kukulka

The Blueshirt Group

415-489-2187

whitney@blueshirtgroup.com