(Mark
One)
|
|
R
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the fiscal year ended December 31, 2007
|
|
or
|
|
£
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
|
For
the transition period from
to
|
Delaware
|
94-3330068
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S.
Employer Identification No.)
|
2800
Bridge Parkway, Suite 101
|
94065
|
Redwood
City, California
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Title
of Each Class
|
Name
of Each Exchange on Which Registered
|
Common
Stock, $0.0001 Par Value Per Share
|
Nasdaq
Global Market
|
Class
|
Outstanding
at February 29, 2008
|
Common
stock, $0.0001 par value per share
|
25,350,504 shares
|
Incorporated
by Reference
|
||||||
Exhibit
Number
|
Exhibit Description
|
Form
|
File
No.
|
Date
of
First
Filing
|
Exhibit
Number
|
Provided
Herewith
|
3.01
|
Registrants’
Restated Certificate of Incorporation.
|
S-1
|
333-135426
|
June 29,
2006
|
3.03
|
|
3.02
|
Registrant’s
Restated Bylaws.
|
S-1
|
333-135426
|
June 29,
2006
|
3.05
|
|
4.01
|
Form
of Registrant’s common stock certificate.
|
S-1
|
333-135426
|
June 29,
2006
|
4.01
|
|
4.02
|
Fifth
Amended and Restated Investors’ Rights Agreement, dated as of
November 11, 2005, by and among the Registrant and certain investors
of Registrant.
|
S-1
|
333-135426
|
June 29,
2006
|
4.02
|
|
10.01
|
Form
of Indemnity Agreement.
|
S-1
|
333-135426
|
June 29,
2006
|
10.01
|
|
10.02
|
1999
Stock Plan and forms of stock option agreement and a stock option exercise
agreement.*
|
S-1
|
333-135426
|
June 29,
2006
|
10.02
|
|
10.03
|
2006
Equity Incentive Plan and forms of stock option agreement, stock option
exercise agreement, restricted stock agreement, restricted stock unit
agreement, stock appreciation right agreement and stock bonus
agreement.*
|
S-1/A
|
333-135426
|
June 29,
2006
|
10.03
|
|
10.04
|
Lease
Agreement, as amended, dated July 5, 1999, by and between the
Registrant and Westport Joint Venture, as amended to date.
|
S-1
|
333-135426
|
June 29,
2006
|
10.04
|
|
10.05
|
Agreement
of Lease, dated as of August 1, 2005, by and between the Registrant
and DCT-CA 2004 RN Portfolio L, LP, as amended to date
|
S-1
|
333-135426
|
June 29,
2006
|
10.05
|
|
10.06
|
Lease,
dated as of March 7, 2000, by and between the Registrant and 3168
Corporate Place Associates, LLC, as amended to date.
|
S-1
|
333-135426
|
June 29,
2006
|
10.06
|
|
10.07
|
Lease,
dated as of April 6, 2000, by and between the Registrant and 3168
Corporate Place Associates, LLC, as amended to date
|
S-1
|
333-135426
|
June 29,
2006
|
10.07
|
|
10.08
|
Offer
letter dated January 5, 2005 for Jeffrey T.
Housenbold.*
|
S-1
|
333-135426
|
June 29,
2006
|
10.08
|
|
10.09
|
Offer
letter dated June 23, 2004 for Stephen E. Recht.*
|
S-1
|
333-135426
|
June 29,
2006
|
10.09
|
|
10.10
|
Offer
letter dated July 22, 2001 for Jeannine M. Smith
Thomas.*
|
S-1
|
333-135426
|
June 29,
2006
|
10.10
|
|
10.11
|
Offer
letter dated July 12, 2001 for Andrew F. Young.*
|
S-1
|
333-135426
|
June 29,
2006
|
10.11
|
|
10.12
|
Offer
letter dated March 25, 2005 for Douglas J. Galen.*
|
S-1
|
333-135426
|
June 29,
2006
|
10.12
|
|
10.13
|
Offer
letter dated April 3, 2006 for Stanford S. Au.*
|
S-1
|
333-135426
|
June 29,
2006
|
10.13
|
|
10.14
|
Supply
agreement, dated as of September 15, 2005, by and between Registrant
and Fuji Photo Film U.S.A., Inc.**
|
S-1
|
333-135426
|
June 29,
2006
|
10.14
|
|
10.15
|
Offer
letter dated January 17, 2007 for Dwayne Black.*
|
10-K
|
001-33031
|
March
20, 2007
|
10.15
|
|
10.16
|
Confidential
Separation Agreement and General Release of Claims, dated January 23,
2007, by and between the Registrant and Jeannine M. Smith
Thomas.*
|
10-K
|
001-33031
|
March
20, 2007
|
10.16
|
|
10.17
|
Confidential
Separation Agreement and General Release of Claims, dated January 19,
2007, by and between the Registrant and
Andrew F. Young.*
|
10-K
|
001-33031
|
March
20, 2007
|
10.17
|
|
10.18
|
Supply
Agreement, dated as of April 20, 2007, by and between the Registrant
and FujiFilm U.S.A., Inc. **
|
10-Q
|
001-33031
|
August
1, 2007
|
10.18
|
|
10.19
|
Offer
Letter dated May 17, 2007 for Kathryn E. Olson.*
|
10-K
|
001-33031
|
March
10, 2008
|
10.19
|
|
10.20
|
Offer
letter dated November 27, 2007 for Mark J. Rubash. *
|
10-K
|
001-33031
|
March
10, 2008
|
10.20
|
|
10.21
|
Confidential
Separation Agreement and General Release of Claims, dated December 10,
2007, by and between the Registrant and Stephen E.
Recht.*
|
10-K
|
001-33031
|
March
10, 2008
|
10.21
|
|
10.22
|
Lease
Agreement, as amended, dated as of December 22, 2006, by and between the
Registrant and 3915 Shopton Road, LLC, as amended to date.
|
10-K
|
001-33031
|
March
10, 2008
|
10.22
|
|
10.23
|
First
Amendment to Lease (Expansion), dated as of April 30, 2007, by and between
the Registrant and Westport Office Park, LLC, as amended to
date.
|
10-K
|
001-33031
|
March
10, 2008
|
10.23
|
|
21.01
|
Subsidiaries
of the Registrant
|
10-K
|
001-33031
|
March 10, 2008
|
21.01
|
|
23.01
|
Consent
of Independent Registered Public Accounting Firm
|
X
|
||||
24.01
|
Power
of Attorney.
|
10-K
|
001-33031
|
March 10, 2008
|
24.01
|
|
31.01
|
Certification
of Chief Executive Officer Pursuant to Securities Exchange Act
Rule 13a-14(a)
|
X
|
||||
31.02
|
Certification
of Chief Financial Officer Pursuant to Securities Exchange Act
Rule 13a-14(a)
|
X
|
||||
32.01
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
and Securities Exchange Act Rule 13a-14(b).***
|
X
|
||||
32.02
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
and Securities Exchange Act Rule 13a-14(b).***
|
X
|
||||
*
|
Represents
a management contract or compensatory plan.
|
**
|
Confidential
treatment has been granted for certain portions of this document pursuant
to an application for confidential treatment sent to the Securities and
Exchange Commission. Such portions are omitted from this filing and were
filed separately with the Securities and Exchange
Commission.
|
***
|
This
certification is not deemed “filed” for purposes of Section 18 of the
Securities Exchange Act, or otherwise subject to the liability of that
section. Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that Shutterfly
specifically incorporates it by
reference.
|
By:
|
/s/ Mark J. Rubash | |
Mark
J. Rubash
|
Sr.
Vice President and Chief Financial
Officer
|