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 ~~The~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~Earliest ofEvent ~~1934~~Reported): August 7, 2019

~~Date of Report (Date of earliest event reported): July 19~~Shutterfly, ~~2019~~ Inc.

~~SHUTTERFLY,~~(Exact ~~INC.~~Name of the Registrant as Specified in Its Charter)

~~(Exact name of registrant as specified in its charter)~~ Delaware

Delaware		001-33031		94-3330068
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(State or Other Jurisdiction of Incorporation)

2800 Bridge Parkway


001-33031						94-3330068
(Commission File Number)						(IRS Employer Identification No.)

2800 Bridge Parkway Redwood City, California						94065
(Address of Principal Executive Offices)						(Zip Code)

Redwood City, California 94065

(Address of principal executive offices, including zip code)

(650) 610-5200

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

~~Not~~(Former ~~Applicable~~Name or Former Address, If Changed Since Last Report)

(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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 Par Value Per Share		SFLY		The Nasdaq Global Select Market

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. ☐ o

Item 82.0102. Results ~~Other~~of ~~Events~~Operations and Financial Condition.

On ~~April 2~~August 7, ~~2018~~2019, Shutterfly, Inc. (~~the~~ “~~Company~~Shutterfly”), ~~completed~~issued ~~its previously announced acquisition of Lifetouch Inc. (“Lifetouch”), pursuant to the terms of~~ a ~~Stock~~press ~~Purchase~~release ~~Agreement~~announcing ~~dated~~its asfinancial ofresults ~~January 30,~~for ~~2018 by and among~~ the ~~Company, Lifetouch and Lifetouch Inc. Employee Stock Ownership Trust. The Company filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) on April~~ 2,second ~~2018~~quarter ~~announcing~~ended ~~the closing of the acquisition of Lifetouch (the “Original Form 8-K”) and on~~ June ~~11,~~ ~~2018~~30, filed an amendment to the Original Form 8-K to amend and supplement the Original Form 8-K to include the unaudited pro forma condensed combined consolidated balance sheet as of December 31, 2017, the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 and the notes related thereto2019.

~~The~~This ~~Company~~press release is ~~filing~~being furnished as Exhibit 99.1 to this Current Report on Form 8-K to incorporate by reference into a proxy statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, relating to a special meeting of stockholders to consider, among other things, adoption of the Merger Agreement described below, and ~~provide~~is ~~certain~~incorporated ~~additional~~herein ~~financial information with respect to Lifetouch and update certain pro forma financial information with respect to the Company’s acquisition of Lifetouch, as required~~ by ~~Rule 11-02 of Regulation S-X of the SEC~~reference.

~~Included~~The ininformation ~~this~~furnished ~~Current~~under ~~Report~~Item 2.02 onof Form 8-K, “Results asof Operations and Financial Condition,” including Exhibit 99.1, ~~are the~~is ~~unaudited~~furnished ~~consolidated~~and ~~interim~~is ~~financial~~not ~~statements~~deemed ofto ~~Lifetouch~~be “filed” for purposes of Section 18 of the ~~periods~~Securities ~~described~~Exchange inAct ~~Item~~of ~~9.01~~1934 (athe “Exchange Act”) ~~below~~or ~~and~~otherwise subject to the ~~notes~~liabilities ~~related~~of ~~thereto~~that section. The ~~Also~~information ~~included~~contained in ~~this~~Item ~~Current~~2.02 ~~Report~~and onin ~~Form~~the ~~8-K~~accompanying asexhibit ~~Exhibit 99.2~~ is ~~the~~not ~~unaudited~~incorporated ~~pro~~by ~~forma~~reference ~~condensed~~in ~~combined~~any ~~statement~~filing of ~~operations~~Shutterfly ~~for~~under the ~~year~~Securities ~~ended~~Act ~~December 31~~of 1933 or the Exchange Act, ~~2018~~whether ~~and~~made before or after the ~~notes~~date ~~related~~hereof ~~thereto.~~and irrespective of any general incorporation language in any filings.

~~Additional~~Use ~~Information~~of ~~and~~Non-GAAP ~~Where~~Financial ~~to Find It~~ Information

~~The Company,~~Shutterfly ~~Photo~~has ~~Holdings,~~supplemented ~~LLC~~the ~~(“Parent”),~~financial ~~and~~measures ~~Photo~~contained ~~Holdings~~in ~~Merger~~the ~~Sub,~~attached ~~Inc.~~press ~~(“Merger~~release ~~Sub”)~~that ~~entered~~are ~~into~~provided anin ~~Agreement~~accordance ~~and~~with ~~Plan~~generally ofaccepted ~~Merger~~accounting ~~dated~~principles ~~June 10, 2019~~ (“~~Merger Agreement~~GAAP”), ~~pursuant~~with tonon-GAAP ~~which~~financial ~~and~~measures. ~~subject~~Shutterfly ~~to the~~believes ~~conditions~~that ~~specified~~these innon-GAAP ~~the~~financial ~~Merger~~measures ~~Agreement,~~provide ~~Merger~~useful ~~Sub~~information ~~will~~about ~~merge~~its ~~with~~operating results and ~~into~~thus ~~the~~are ~~Company,~~appropriate ~~with~~to enhance the ~~Company~~overall ~~surviving~~understanding asof aits ~~wholly~~past ~~owned~~financial ~~subsidiary~~performance ofand ~~Parent~~its (prospects for the ~~“Merger”)~~future. InThese ~~connection~~adjustments ~~with~~to ~~the~~Shutterfly’s ~~proposed~~GAAP ~~transaction, the Company~~results ~~will~~are ~~file~~made ~~relevant materials~~ with the ~~SEC,~~intent ~~including~~of aproviding ~~preliminary~~both ~~and~~management ~~definitive proxy statement. Parent~~ and ~~Merger~~investors ~~Sub~~a ~~are~~more ~~affiliates~~complete understanding of ~~certain~~Shutterfly’s ~~funds~~underlying ~~(the~~operational ~~“Apollo~~results ~~Funds”)~~and ~~managed~~trends byand ~~affiliates~~performance. ~~of Apollo Global~~ Management, ~~LLC (together~~uses ~~with~~these ~~its~~non-GAAP ~~consolidated~~measures ~~subsidiaries,~~to ~~“Apollo”).~~evaluate ~~Promptly~~Shutterfly’s ~~after~~financial ~~filing~~results, ~~the~~develop ~~definitive proxy statement~~budgets, ~~the~~manage ~~Company~~expenditures ~~will~~and ~~mail~~determine ~~the~~employee ~~definitive~~compensation. The ~~proxy~~methods ~~statement~~used ~~and~~by aShutterfly ~~proxy card~~ to ~~the~~produce ~~stockholders~~non-GAAP offinancial ~~the~~results ~~Company.~~may ~~STOCKHOLDERS~~differ OFfrom ~~THE COMPANY~~the ~~ARE~~methods ~~URGED~~used TOby ~~READ~~other ~~THE~~companies. Shutterfly’s ~~DEFINITIVE~~reference ~~PROXY~~to ~~STATEMENT~~these ~~(INCLUDING~~non-GAAP ~~ANY~~financial ~~AMENDMENTS~~results ORshould ~~SUPPLEMENTS~~be ~~THERETO)~~considered ~~CAREFULLY~~in ~~WHEN~~addition ITto ~~BECOMES~~results ~~AVAILABLE~~that ~~BEFORE~~are ~~MAKING~~prepared ~~ANY~~under ~~VOTING~~current ORaccounting ~~INVESTMENT~~standards ~~DECISION~~but ~~WITH~~should ~~RESPECT~~not TObe ~~THE~~considered ~~PROPOSED~~as ~~TRANSACTION~~a ~~BECAUSE~~substitute ITfor, ~~WILL CONTAIN~~or ~~IMPORTANT~~superior ~~INFORMATION~~to, ~~ABOUT~~the ~~THE~~financial ~~PROPOSED~~results ~~TRANSACTION~~that ~~AND~~are ~~THE~~presented ~~PARTIES~~as TOconsistent ~~THE~~with ~~PROPOSED TRANSACTION~~GAAP. Reconciliation ~~Stockholders~~to of the ~~Company~~nearest ~~will~~GAAP befinancial ~~able~~measures ~~to obtain a free copy~~ of ~~these~~the ~~documents,~~non-GAAP ~~when~~financial ~~they~~measures ~~become~~is ~~available,~~included atin the ~~website~~press ~~maintained~~release byattached ~~the SEC~~hereto atas ~~www.sec.gov~~Exhibit ~~or free of charge at http://ir~~99.~~shutterfly~~1.~~com/investor-relations.~~

~~Participants~~Item in9.01. Financial ~~the~~Statements ~~Solicitation~~and Exhibits.

~~Additionally, the Company will file other relevant materials in connection with the proposed acquisition of the Company by Apollo pursuant to the terms of the Merger Agreement~~(d) Exhibits. The Company and its directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the stockholders in connection with the proposed transaction. Stockholders of the Company may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the proxy statement for the Company’s 2019 annual meeting of stockholders, which was filed with the SEC on April 8, 2019. To the extent holdings of securities by the Company’s directors or executive officers have changed since the amounts disclosed in its proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov or by going to the Company’s Investor Relations website at http://ir.shutterfly.com/investor-relations. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of Company’s stockholders generally, will be set forth in the definitive proxy statement relating to the proposed transaction when it becomes available.

Forward Looking Statements


Number						Description
99.1						Press release, dated A ugust 7 , 2019.

Statements in this communication regarding the proposed Merger, the expected timetable for completing the Merger, benefits of the Merger, and any other statements regarding the future expectations, beliefs, goals, plans or prospects of the Company constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (collectively, “forward-looking statements”). Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward- SIGNATURES

~~looking~~Pursuant ~~statements. A number of important factors could cause actual results or events~~ to ~~differ materially from those indicated by such forward-looking statements, including:~~ the ~~parties’ inability~~requirements ~~to consummate the Merger due to failure to satisfy conditions to the completion~~ of the ~~Merger,~~Securities ~~including~~Exchange ~~the~~Act ~~receipt~~ of ~~stockholder approval or the regulatory approvals required for the Merger~~1934, ~~which may not be obtained on~~ the ~~terms expected,~~Registrant onhas ~~the~~duly ~~anticipated~~caused schedule or at all, and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 filed March 1, 2019 with the SEC and the Company’s most recent Quarterly Report on Form 10-Q filed May 6, 2019 with the SEC. The Company assumes no obligation to update the information in this ~~communication,~~ ~~except~~report ~~as otherwise required by law. Readers are cautioned not~~ to ~~place~~be ~~undue~~signed ~~reliance~~ on ~~these~~its ~~forward-looking~~behalf ~~statements~~by ~~that~~the ~~speak~~undersigned ~~only~~thereunto asduly ~~of the date hereof~~authorized.

~~Item~~SHUTTERFLY, 9INC.~~01.~~ ~~Financial~~By: ~~Statements~~/s/ ~~and~~Michael ~~Exhibits.~~Pope Michael PopeSenior Vice President & Chief Financial Officer

~~(a)~~Date: August 7, ~~Financial statements of business acquired.~~2019

~~The~~EXHIBIT unaudited consolidated interim financial statements of Lifetouch, which consist of the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended March 31, 2018 and 2017 and the consolidated statement of cash flows for the nine months ended March 31, 2018 and 2017, as well as the accompanying notes thereto are filed herewith as Exhibit 99.1 and incorporated herein by reference. INDEX

(b) Pro forma financial information.


Number						Description
99.1						Press release, dated August 7, 2019.

The Company’s unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018, and related notes thereto, are filed herewith as Exhibit 99.2 and incorporated herein by reference.

(d) Exhibits.

Number		Description
99.1		Unaudited consolidated interim financial statements of Lifetouch Inc., which consist of the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended March 31, 2018 and 2017 and the consolidated statement of cash flows for the nine months ended March 31, 2018 and 2017, as well as the accompanying notes thereto.
99.2		Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018, and related notes thereto

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. By: /s/ Michael Pope Michael Pope Senior Vice President & Chief Financial Officer

Date: July 19, 2019

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