sfly8-kq308.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): October 29,
2008
Shutterfly,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-33031
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99-3330068
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(Commission
File Number)
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|
(IRS
Employer Identification No.)
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2800
Bridge Parkway, Suite 101, Redwood City, California
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94065
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(650)
610-5200
(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)
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.02. Results of Operations and Financial Condition.
On
October 29, 2008, Shutterfly, Inc. (“Shutterfly”) issued a press release
announcing its financial results for the third quarter ended September 30,
2008.
This
press release is being furnished as Exhibit 99.01 to this Current Report on Form
8-K and is incorporated herein by this reference.
The
information in this report, including the exhibit hereto, is furnished and is
not deemed to be “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. The information contained herein and in the accompanying
exhibit is not incorporated by reference in any filing of Shutterfly under the
Securities Act of 1933 or the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.
Use of Non-GAAP Financial
Information
Shutterfly
has supplemented the financial measures contained in the attached press release
that are provides in accordance with generally accepted accounting principles
(“GAAP”) with non-GAAP financial measures. Shutterfly believes that these
non-GAAP financial measures better reflect its core operating results and thus
are appropriate to enhance the overall understanding of its past financial
performance and its prospects for the future. These adjustments to Shutterfly’s
GAAP results are made with the intent of providing both management and investors
a more complete understanding of Shutterfly’s underlying operational results and
trends and performance. Management uses these non-GAAP measures to evaluate
Shutterfly’s financial results, develop budgets and manage
expenditures. The method Shutterfly uses to produce non-GAAP financial
results may differ from the methods used by other
companies. Shutterfly’s reference to these non-GAAP financial results
should be considered in addition to results that are prepared under current
accounting standards but should not be considered as a substitute for, or
superior to, the financial results that are presented as consistent with
GAAP. Reconciliation to the nearest GAAP financial measures of the
non-GAAP financial measures is included in the press release attached hereto as
Exhibit 99.01.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number
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Description
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99.01
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Press
release, dated October 29, 2008.
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SIGNATURES
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.
SHUTTERFLY,
INC.
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By:
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/s/
Mark J. Rubash
Mark
J. Rubash
Senior
Vice President & Chief Financial Officer
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Date: October
29, 2008
EXHIBIT
INDEX
Number
|
|
Description
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99.01
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|
Press
release, dated October 29,
2008
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