8-K

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):	February 11, 2020

__________________________________________

Cimpress plc

(Exact Name of Registrant as Specified in Its Charter)

__________________________________________

	Ireland	000-51539	98-0417483
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)

Building D,	Xerox Technology Park
A91 H9N9
Dundalk, Co. Louth
Ireland
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: +353 42 938 8500

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):
☐	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))

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 (§240.12b-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. ☐    

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Exchange on Which Registered
Ordinary Shares, nominal value per share of €0.01	CMPR	NASDAQ	Global Select Market

Item 8.01. Other Events

On February 11, 2020, Cimpress priced its previously announced private offering of $200.0 million in aggregate principal amount of 7.0% senior notes due 2026 (the "notes").

The press release announcing the pricing of the offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 shall constitute an offer to sell or the solicitation of an offer to buy any notes, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits

Exhibit
No.	Description
99.1	Press release dated February 11, 2020, entitled “Cimpress Prices Offering of Senior Notes"
104	Cover Page Interactive Data File, formatted in iXBRL

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.

 February 11, 2020 Cimpress plc          

By:	/s/ Sean E. Quinn
	Sean E. Quinn
	Executive Vice President and Chief Financial Officer

EX-99.1

Contacts: Investor Relations: Julie McMahon ir@cimpress.com +1.781.652.6480 Media Relations: Paul McKinlay mediarelations@cimpress.com Cimpress Prices Offering of Senior Notes Dundalk, Ireland, February 11, 2020 -- Cimpress plc (Nasdaq: CMPR) today announced it has priced the previously announced private offering of $200.0 million in aggregate principal amount of 7.0% Senior Notes due 2026 (the "new notes"). The new notes will be issued as additional notes under an indenture, dated as of June 15, 2018, as supplemented, under which we previously issued $400.0 million in aggregate principal amount of our 7.0% Senior Notes due 2026. The new notes will pay interest on a semi-annual basis. The price to investors will be 105.25% of the principal amount of the new notes. The issuance of the new notes is expected to close on February 13, 2020, subject to customary closing conditions. We intend to use the net proceeds of this offering to repay a portion of the indebtedness outstanding under our senior secured credit facilities, and to fund the payment of all related fees and expenses. The new notes proposed to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The new notes will be offered only to "qualified institutional buyers" under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. This press release is neither an offer to sell nor the solicitation of an offer to buy the new notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Some of the statements in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, the offering of the new notes and the intended use of proceeds of the new notes. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release, including market conditions and the risks and uncertainties referenced from time to time in the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.

XML

Cover Page	Feb. 11, 2020
Cover page.
Document Type	8-K
Document Period End Date	Feb. 11, 2020
Entity Registrant Name	Cimpress plc
Entity Incorporation, State or Country Code	L2
Entity File Number	000-51539
Entity Tax Identification Number	98-0417483
Entity Address, Address Line One	Building D,
Entity Address, Address Line Two	Xerox Technology Park
Entity Address, Postal Zip Code	A91 H9N9
Entity Address, City or Town	Dundalk, Co. Louth
Entity Address, Country	IE
City Area Code	353
Local Phone Number	42 938 8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Ordinary Shares, nominal value per share of €0.01
Trading Symbol	CMPR
Security Exchange Name	NASDAQ
Entity Central Index Key	0001262976
Amendment Flag	false