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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Borderfree, Inc.
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| June 22, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36359 BORDERFREE, INC. (Exact name of registrant as specified in its cha |
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| June 11, 2015 |
Exhibit 3.2 BY-LAWS OF BORDERFREE, INC. ARTICLE I Meetings of Stockholders; Stockholders? Consent in Lieu of Meeting SECTION 1.01. Annual Meeting. The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place (within or without the State of Delaware), date and hour as shall b |
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| June 11, 2015 |
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): June 10, 2015 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 11, 2015 |
BRDR / Borderfree, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Borderfree, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 09970L100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Per |
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| June 11, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BORDERFREE, INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BORDERFREE, INC. FIRST: The name of the corporation (hereinafter called the “Corporation”) is Borderfree, Inc. SECOND: The address, including street, number, city, county, and postal code of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilming |
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| June 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 3 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BORDERFREE, INC. (Name of Subject Company (Issuer)) BRICKBREAKER ACQUISITION CORP. (Offeror) a direct wholly owned subsidiary of PITNEY BOWES INTERNATIONAL HOLDINGS, INC. (Offeror) an indirect subsidiary |
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| June 10, 2015 |
Registration No. 333-194718 Registration No. 333-201702 Registration No. 333-202356 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-194718 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-201702 Post-Effective Amendment N |
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| June 10, 2015 |
Exhibit (a)(5)(C) Press R elease Pitney Bowes Completes Acquisition of Borderfree Tender Offer for Outstanding Shares Successfully Closed at $14 per share STAMFORD, CT – June 10, 2015 – Pitney Bowes Inc. |
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| June 10, 2015 |
Registration No. 333-194718 Registration No. 333-201702 Registration No. 333-202356 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-194718 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-201702 Post-Effective Amendment N |
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| June 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Borderfree, Inc. (Name of Subject Company) Borderfree, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 09970L100 (CUSIP Number of C |
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| June 10, 2015 |
Registration No. 333-194718 Registration No. 333-201702 Registration No. 333-202356 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-194718 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-201702 Post-Effective Amendment N |
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| May 28, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Borderfree, Inc. (Name of Subject Company) Borderfree, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 09970L100 (CUSIP Number of C |
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| May 28, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 2 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BORDERFREE, INC. (Name of Subject Company (Issuer)) BRICKBREAKER ACQUISITION CORP. (Offeror) a direct wholly owned subsidiary of PITNEY BOWES INTERNATIONAL HOLDINGS, INC. (Offeror) an indirect subsidiary |
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| May 28, 2015 |
BRDR / Borderfree, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Borderfree, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 09970L100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Per |
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| May 19, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Borderfree, Inc. (Name of Subject Company) Borderfree, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 09970L100 (CUSIP Number of C |
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| May 19, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 1 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BORDERFREE, INC. (Name of Subject Company (Issuer)) BRICKBREAKER ACQUISITION CORP. (Offeror) a direct wholly owned subsidiary of PITNEY BOWES INTERNATIONAL HOLDINGS, INC. (Offeror) an indirect subsidiary |
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| May 15, 2015 |
BRDR / Borderfree, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Borderfree, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 09970L100 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to |
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| May 12, 2015 |
EX-99.(E)(16) 3 d924192dex99e16.htm EX-(E)(16) Exhibit (e) (16) EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 5th day of May, 2015 (the “Effective Date”), between Borderfree, Inc., a Delaware corporation (the “Company”), and Michael Ganci (the “Executive”). WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue to be |
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| May 12, 2015 |
Letter of Transmittal Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Borderfree, Inc. |
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| May 12, 2015 |
EX-99.(A)(1)(C) 4 d923647dex99a1c.htm NOTICE OF GUARANTEED DELIVERY Exhibit (a)(1)(C) Notice of Guaranteed Delivery for Offer to Purchase All Outstanding Shares of Common Stock of Borderfree, Inc. at $14.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated May 12, 2015 by BrickBreaker Acquisition Corp. a direct wholly owned subsidiary of Pitney Bowes International Holdings, Inc. an i |
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| May 12, 2015 |
EX-99.(A)(1)(E) 6 d923647dex99a1e.htm LETTER TO CLIENTS Exhibit (a)(1)(E) Letter to Clients with Respect to the Offer to Purchase All Outstanding Shares of Common Stock of Borderfree, Inc. at $14.00 Per Share, Net in Cash, Pursuant to the Offer to Purchase dated May 12, 2015 by BrickBreaker Acquisition Corp. a direct wholly owned subsidiary of Pitney Bowes International Holdings, Inc. an indirect |
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| May 12, 2015 |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Exhibit (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees with Respect to the Offer to Purchase All Outstanding Shares of Common Stock of Borderfree, Inc. |
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| May 12, 2015 |
Offer to Purchase Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Borderfree, Inc. |
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| May 12, 2015 |
Exhibit (e) (15) EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 5th day of May, 2015 (the “Effective Date”), between Borderfree, Inc. |
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| May 12, 2015 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BORDERFREE, INC. (Name of Subject Company (Issuer)) BRICKBREAKER ACQUISITION CORP. (Offeror) a direct wholly owned subsidiary of PITNEY BOWES INTERNATIONAL HOLDINGS, INC. (Offeror) an indirect subsidiary of PITN |
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| May 12, 2015 |
Schedule 14D-9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 12, 2015 |
Confidentiality Agreement Exhibit (d)(2) NON-DISCLOSURE AGREEMENT This AGREEMENT is effective as of January 12, 2015 (?Effective Date?) by and between Pitney Bowes Inc. |
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| May 12, 2015 |
EX-99.(A)(1)(F) 7 d923647dex99a1f.htm SUMMARY NEWSPAPER ADVERTISEMENT Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made only by the Offer to Purchase, dated May 12, 2015, and the related Letter of Transmittal and any amendments or supplements thereto, and is being made to all ho |
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| May 7, 2015 |
EX-10.6 8 ex10-6.htm TENDER AND SUPPORT AGREEMENT Exhibit 10.6 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (“Parent”), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A h |
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| May 7, 2015 |
Exhibit 10.3 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (“Parent”), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but |
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| May 7, 2015 |
EX-10.5 7 ex10-5.htm TENDER AND SUPPORT AGREEMENT Exhibit 10.5 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (“Parent”), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A h |
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| May 7, 2015 |
Exhibit 10.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (“Parent”), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but |
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| May 7, 2015 |
EX-10.7 9 ex10-7.htm TENDER AND SUPPORT AGREEMENT Exhibit 10.7 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (“Parent”), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A h |
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| May 7, 2015 |
BRDR / Borderfree, Inc. 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36359 BORDERFREE, |
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| May 7, 2015 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: Borderfree, Inc. , a Delaware corporation; Pitney Bowes Inc., a Delaware corporation; and BrickBreaker Acquisition Corp., a Delaware corporation Dated as of May 5, 2015 TABLE OF CONTENTS Page ARTICLE 1 THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 4 ARTICLE 2. MERGER TRANSACTION 6 2.1 Merger of Purchaser into the Company 6 2.2 Effect of the |
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| May 7, 2015 |
EX-10.4 6 ex10-4.htm TENDER AND SUPPORT AGREEMENT Exhibit 10.4 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (“Parent”), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A h |
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| May 7, 2015 |
Exhibit 10.8 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (?Parent?), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (?Purchaser?), and each of the persons set forth on Schedule A hereto (each, a ?Stockholder?). All terms used but |
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| May 7, 2015 |
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 May 5, 2015 Date of Report (Date of earliest event reported) Pitney Bowes Inc. (Exact name of registrant as specified in its charter) Delaware 1-3579 06-0495050 (State or other jurisdiction of incorporation or organization) (Commissi |
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| May 7, 2015 |
Exhibit 10.1 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (“Parent”), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but |
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| May 7, 2015 |
Exhibit 10.9 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc., a Delaware corporation (?Parent?), BrickBreaker Acquisition Corp., a Delaware corporation and a Subsidiary of Parent (?Purchaser?), and each of the persons set forth on Schedule A hereto (each, a ?Stockholder?). All terms used but |
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| May 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Borderfree, Inc. (Name of Subject Company) Borderfree, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 09970L100 (CUSIP Number of Class of Securities |
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| May 6, 2015 |
EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the 5th day of May, 2015 (the ?Effective Date?), between Borderfree, Inc. |
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| May 6, 2015 |
EXECUTION COPY CONFIDENTIAL ACTIVE/82285023.8 AGREEMENT AND PLAN OF MERGER by and among: Borderfree, Inc. , a Delaware corporation; Pitney Bowes Inc., a Delaware corporation; and BrickBreaker Acquisition Corp., a Delaware corporation Dated as of May 5, 2015 i ACTIVE/82285023.8 TABLE OF CONTENTS Page ARTICLE 1 THE OFFER ............................................................................... |
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| May 6, 2015 |
EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 5th day of May, 2015 (the “Effective Date”), among Borderfree, Inc. |
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| May 6, 2015 |
ex101desimone EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 5th day of May, 2015 (the “Effective Date”), between Borderfree, Inc. |
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| May 6, 2015 |
Borderfree Reports First Quarter 2015 Financial Results and Agrees to Acquisition by Pitney Bowes Exhibit 99.1 Borderfree Reports First Quarter 2015 Financial Results and Agrees to Acquisition by Pitney Bowes NEW YORK - May 5, 2015 - Borderfree (NASDAQ: BRDR), a market leader in global ecommerce, today announced financial results for the quarter ended March 31, 2015. The company also announced that it signed a definitive agreement to be acquired by Pitney Bowes Inc. (NYSE: PBI) for $14.00 per |
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| May 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Borderfree, Inc. (Name of Subject Company) Borderfree, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 09970L100 (CUSIP Number of Class of Securities |
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| May 6, 2015 |
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 Act of 1934 Date of Report (Date of earliest event reported): May 5, 2015 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| May 6, 2015 |
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 Act of 1934 Date of Report (Date of earliest event reported): April 30, 2015 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation or organization) (Commission |
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| May 6, 2015 |
TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of May 5, 2015, is entered into by and among Pitney Bowes Inc. |
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| May 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Borderfree, Inc. (Name of Subject Company) Borderfree, Inc. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 09970L100 (CUSIP Number of Class of Securities |
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| May 5, 2015 |
Pitney Bowes Expands Cross-Border Ecommerce Capabilities with the Acquisition of Borderfree Pitney Bowes Expands Cross-Border Ecommerce Capabilities with the Acquisition of Borderfree Acquisition to Accelerate the Long-term Growth of Pitney Bowes STAMFORD, Conn. |
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| May 5, 2015 |
Dear Colleague: Moments ago, we announced a definitive agreement to acquire Borderfree, a market leader in global ecommerce solutions (link to press release on the IR Site). |
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| May 5, 2015 |
Pitney Bowes TENDER OFFER STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BORDERFREE, INC. (Name of Subject Company (Issuer)) BRICKBREAKER ACQUISITION CORP. (Offeror) a wholly owned subsidiary of PITNEY BOWES INTERNATIONAL HOLDINGS, INC. (Offeror) a subsidiary of PITNEY BOWES INC. (Offeror) ( |
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| May 5, 2015 |
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 May 5, 2015 Date of Report (Date of earliest event reported) Pitney Bowes Inc. (Exact name of registrant as specified in its charter) Delaware 1-3579 06-0495050 (State or other jurisdiction of incorporation or organization) (Commissi |
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| March 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
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| February 27, 2015 |
BRDR / Borderfree, Inc. S-8 - - S-8 As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. |
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| February 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36359 BORDERFREE, INC. (Exact name of registrant as sp |
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| February 17, 2015 |
Borderfree Reports Record Fourth Quarter and Year End 2014 Financial Results Exhibit 99.1 Borderfree Reports Record Fourth Quarter and Year End 2014 Financial Results • Gross merchandise volume reached a fourth quarter record of $167.0 million, a 7% increase from prior year; 2014 gross merchandise volume increased 22% year-over-year to a record $546.7 million • Ecommerce services revenue reached a fourth quarter record of $20.1 million, a 10% increase from prior year; 2014 |
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| February 17, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Act of 1934 Date of Report (Date of earliest event reported): February 17, 2015 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation or organization) (Commissi |
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| February 17, 2015 |
BRDR / Borderfree, Inc. / Delta Fund I, L.p. - BORDERFREE, INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Borderfree, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 09970L100 (CUSIP Number) Lilach Peer Controller Delta Ventures Ltd. Kibbutz Glil-Yam, P.O.B 163 Herzliya 46905, Israel Tel +972-9-951-7755 (Name, Addr |
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| February 13, 2015 |
BRDR / Borderfree, Inc. / ADAMS STREET PARTNERS LLC - BORDERFREE, INC. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Borderfree, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 09970L100 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule |
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| February 11, 2015 |
BRDR / Borderfree, Inc. / Pitango Venture Capital Fund Iii (usa) L.p. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Borderfree, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 09970L100 (CUSIP Number) Ofira Kadmor Director of Finance Pitango Venture Capital 11 HaMenofim St. Bldg. B Herzliya 46725, Israel Tel +972-9-971-8129 |
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| February 11, 2015 |
EXHIBIT 1 JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below. |
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| January 26, 2015 |
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 Act of 1934 Date of Report (Date of earliest event reported): January 26, 2015 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation or organization) (Commissio |
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| January 26, 2015 |
BRDR / Borderfree, Inc. S-8 - - S-8 As filed with the Securities and Exchange Commission on January 26, 2015 Registration No. |
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| January 26, 2015 |
spa UKMATTERS:33163861.1 DATED January 26, 2015 SALE AND PURCHASE AGREEMENT relating to the entire issued and to be issued share capital of BUNDLE TECH LIMITED 5 New Street Square | London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.taylorwessing.com UKMATTERS:33163861.1 Index Clause No. Page No. 1. Definitions and interpretation ...................................... |
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| January 26, 2015 |
Exhibit 99.1 Borderfree Expands Global Ecommerce Reach with Acquisition of DutyCalculator Accelerates Borderfree’s International Strategy and Data Services Capabilities NEW YORK, NY - January 26, 2015 - Borderfree (NASDAQ: BRDR), a market leader in global ecommerce solutions, announced it will acquire Bundle Tech Limited, the operator of DutyCalculator, a provider of cloud-based global trade and c |
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| January 26, 2015 |
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BORDERFREE, INC. 2015 STOCK OPTION INDUCEMENT PLAN Exhibit 4.5 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE BORDERFREE, INC. 2015 STOCK OPTION INDUCEMENT PLAN Name of Grantee: No. of Stock Restricted Units: Grant Date: Pursuant to the Borderfree, Inc. 2015 Stock Option Inducement Plan as amended through the date hereof (the “Plan”), Borderfree, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an |
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| January 26, 2015 |
BORDERFREE, INC. 2015 STOCK OPTION INDUCEMENT PLAN Exhibit 4.4 BORDERFREE, INC. 2015 STOCK OPTION INDUCEMENT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Borderfree Inc. 2015 Stock Option Inducement Plan (the “Plan”). The purpose of the Plan is to encourage and enable certain new employees of Borderfree Inc. (the “Company”) and its Subsidiaries to acquire a proprietary interest in the Company. The Company in |
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| November 5, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36359 BORDERFR |
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| November 3, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Act of 1934 Date of Report (Date of earliest event reported): November 3, 2014 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation or organization) (Commissio |
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| November 3, 2014 |
Borderfree Reports Record Third Quarter 2014 Financial Results EX-99.1 2 brdrex991.htm EXHIBIT Exhibit 99.1 Borderfree Reports Record Third Quarter 2014 Financial Results • Gross merchandise volume reached a third quarter record of $130.5 million • Total revenue reached a third quarter record of $31.3 million • Ecommerce services revenue increased 37% year over year to a third quarter record of $15.8 million • Successfully reduced logistics costs by 8% • A th |
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| October 22, 2014 |
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 Act of 1934 Date of Report (Date of earliest event reported): October 16, 2014 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation or organization) (Commissio |
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| October 22, 2014 |
Borderfree Appoints Beth Pritchard to its Board of Directors Exhibit 99.1 Borderfree Appoints Beth Pritchard to its Board of Directors New York - October 22, 2014 - Borderfree (NASDAQ: BRDR), a market leader in international cross-border ecommerce, today announced the appointment of Beth Pritchard to its Board of Directors. A visionary and strategic leader in the world of retail, Ms. Pritchard has held a number of senior leadership roles throughout her care |
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| August 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36359 BORDERFREE, I |
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| August 4, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Act of 1934 Date of Report (Date of earliest event reported): August 4, 2014 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation or organization) (Commission |
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| August 4, 2014 |
Borderfree Reports Record Second Quarter 2014 Financial Results Exhibit 99.1 Borderfree Reports Record Second Quarter 2014 Financial Results • Gross merchandise volume reached a second quarter record of $136.3 million • Total revenue reached a second quarter record of $31.0 million • Ecommerce services revenue increased 34% year over year to a second quarter record of $16.4 million • Successfully reduced logistics costs by 12% • Record adjusted EBITDA of $1.3 |
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| July 25, 2014 |
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 Act of 1934 Date of Report (Date of earliest event reported): July 24, 2014 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation or organization) (Commission F |
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| July 25, 2014 |
brdr8kexhibit101 Exhibit 10.1 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 24, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and BORDERFREE, INC., a D |
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| May 9, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36359 BORDERFREE, |
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| May 7, 2014 |
Borderfree Reports Record First Quarter 2014 Financial Results Exhibit 99.1 Borderfree Reports Record First Quarter 2014 Financial Results • Revenue reached a first quarter record of $26.5 million ◦ Ecommerce services revenue increased 19% year over year to a first quarter record of $13.5 million ◦ Fulfillment services revenue decreased, as planned, 10% year over year to $13.1 million • Adjusted EBITDA of $0.7 million • Five new customer wins year to date, in |
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| May 7, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Act of 1934 Date of Report (Date of earliest event reported): May 7, 2014 BORDERFREE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36359 52-2216062 (State or other jurisdiction of incorporation or organization) (Commission Fil |
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| March 21, 2014 |
E4X INC. ISRAELI SHARE OPTION PLAN B A. NAME AND PURPOSE EX-4.3 Exhibit 4.3 E4X INC. ISRAELI SHARE OPTION PLAN B A. NAME AND PURPOSE 1. Name: This plan, as amended from time to time, shall be known as the “E4X Inc. Israeli Share Option Plan B” (the “Plan”). 2. Purpose: The purpose and intent of the Plan is to provide incentive to Israeli employees, directors, consultants and contractors of E4X Research and Development Ltd., a company organized under the |
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| March 21, 2014 |
424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-193988 5,000,000 Shares Common Stock We are selling 5,000,000 shares of common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of the common stock is $16.00 per share. We have been approved to list our common stock on the NASDAQ Global Market under th |
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| March 21, 2014 |
FORM S-8 As filed with the Securities and Exchange Commission on March 21, 2014 Registration No. |
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| March 21, 2014 |
E4X INC. U.S. SHARE OPTION PLAN A. NAME AND PURPOSE EX-4.2 Exhibit 4.2 E4X INC. U.S. SHARE OPTION PLAN A. NAME AND PURPOSE 1. Name and Purpose: E4X Inc., a Delaware corporation (the “Company”) sponsors this plan, as amended from time to time, which shall be known as the “E4X INC. U.S. SHARE OPTION PLAN” (the “Plan”). The purpose and intent of the Plan is to provide incentives to employees, directors, consultants and contractors of the Company by pr |
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| March 18, 2014 |
CORRESP Borderfree, Inc. 292 Madison Avenue, 5th Floor New York, New York 10017 VIA EDGAR AND FEDERAL EXPRESS March 18, 2014 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-4720 Attention: Barbara C. Jacobs Re: Borderfree, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-193988 Dear Ms. Jacobs: Pu |
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| March 18, 2014 |
March 18, 2014 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| March 18, 2014 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Borderfree, Inc. (Exact name of registrant as specified in its charter) Delaware 52-2216062 (State of incorporation or organization) (I.R.S. Employer Identification No.) 292 Madison Avenue, |
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| March 11, 2014 |
Additional abbreviations may also be used though not in the above list. EX-4.1 Exhibit 4.1 BORDERFREE NUMBER C INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE BORDERFREE, INC. COMMON STOCK SHARES CUSIP 09970L 10 0 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THATC IS THE REGISTERED HOLDER OF FULLY PAID AND NON-ASSESSABLE SHARES Borderfree, OF THE COMMON Inc. STO CK, $0.01 PAR VALUE PER SHARE, OF transferable only on the books of the Corporation by the holde |
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| March 11, 2014 |
EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Borderfree, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), and supersedes any other prior agreement between the Company and Indemnitee regarding indemnification. RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified indiv |
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| March 11, 2014 |
BORDERFREE, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN EX-10.5 Exhibit 10.5 BORDERFREE, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Borderfree, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to t |
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| March 11, 2014 |
BORDERFREE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY EX-10.4 Exhibit 10.4 BORDERFREE, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Director Compensation Policy of Borderfree, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries. In furtherance of the purpose |
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| March 11, 2014 |
AMENDED AND RESTATED BORDERFREE, INC. (the “Corporation”) ARTICLE I EX-3.3 Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF BORDERFREE, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may |
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| March 11, 2014 |
FORM OF NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION BORDERFREE, INC. EX-3.2 Exhibit 3.2 FORM OF NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BORDERFREE, INC. Borderfree, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Borderfree, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of th |
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| March 11, 2014 |
BORDERFREE, INC. 2014 STOCK OPTION AND INCENTIVE PLAN EX-10.3 Exhibit 10.3 BORDERFREE, INC. 2014 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Borderfree, Inc. 2014 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and other key persons (including Consultants) of Borderfree, Inc. (the “Compan |
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| March 11, 2014 |
EX-4.2 Exhibit 4.2 FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT MARCH 10, 2014 TABLE OF CONTENTS Page 1. Affirmative Covenants 1 1.1 Delivery of Financial Statements 1 1.2 Additional Information 2 1.3 Accounting 2 1.4 Insurance 2 1.5 Proprietary Information and Non-Competition Agreements 3 1.6 Annual Plan 3 1.7 Confidentiality 3 1.8 Termination of Financial Information Rights 3 1.9 Meeti |
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| March 11, 2014 |
[—] Shares BORDERFREE, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT EX-1.1 Exhibit 1.1 [—] Shares BORDERFREE, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT [—], 2014 [—], 2014 Credit Suisse Securities (USA) LLC RBC Capital Markets, LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 c/o RBC Capital Markets, LLC Three World Financial Center 200 Vesey Street 9th Floor New York, NY 10281 As Representatives of the |
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| March 11, 2014 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on March 11, 2014 Registration No. |
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| March 11, 2014 |
EX-3.1.1 Exhibit 3.1.1 CERTIFICATE OF AMENDMENT TO THE EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BORDERFREE, INC. The undersigned does hereby certify on behalf of Borderfree, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as follows: FIRST: That he is the duly elected and acting Chief Executive Officer of |
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| March 3, 2014 |
CORRESP Confidential Treatment Requested by Borderfree, Inc. BRDR-0001 Goodwin Procter LLP Counsellors at Law Exchange Place Boston, MA 02109 T: 617.570.1000 F: 617.523.1231 March 3, 2014 FOIA Confidential Treatment Request The entity requesting confidential treatment is Borderfree, Inc. 292 Madison Avenue New York, NY 10017 Attn: Edwin A. Neumann, Chief Financial Officer Telephone: (212) 299-3500 |
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| February 18, 2014 |
EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FIFTYONE, INC. a Delaware corporation EX-3.1 Exhibit 3.1 EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FIFTYONE, INC. a Delaware corporation FiftyOne, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify that: A. The present name of the Corporation is FiftyOne, Inc., originally incorporated under the name E |
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| February 18, 2014 |
WARRANT TO PURCHASE COMMON STOCK E4X, INC. EX-4.3 Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY |
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| February 18, 2014 |
EX-4.2 Exhibit 4.2 EXECUTION VERSION FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT JUNE 28, 2012 TABLE OF CONTENTS Page 1. Affirmative Covenants 1 1.1 Delivery of Financial Statements 1 1.2 Additional Information 2 1.3 Accounting 2 1.4 Insurance 3 1.5 Proprietary Information and Non-Competition Agreements 3 1.6 Annual Plan 3 1.7 Confidentiality 3 1.8 Termination of Financial Information |
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| February 18, 2014 |
EX-10.4 Exhibit 10.4 AGREEMENT OF LEASE METROPOLITAN 292 MADISON AVENUE LEASEHOLD LLC TO FIFTYONE, INC. 292 Madison Avenue Entire rentable area of the Fifth (5th) and Seventeenth (17th) Floors New York, New York 10017 AGREEMENT OF LEASE AGREEMENT OF LEASE (the “Agreement”) made as of February , 2012 by and between METROPOLITAN 292 MADISON AVENUE LEASEHOLD LLC, having an office c/o Herald Square Pr |
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| February 18, 2014 |
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.5 Exhibit 10.5 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 18, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and BORDERFREE, INC., f/k/a FIFTYONE, INC., a D |
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| February 18, 2014 |
EX-4.6 Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LA |
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| February 18, 2014 |
EX-21.1 Exhibit 21.1 Name Jurisdiction of Formation Borderfree Research and Development Ltd. Israel |
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| February 18, 2014 |
Registration Statement - FORM S-1 FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on February 18, 2014 Registration No. |
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| February 18, 2014 |
FIFTYONE, INC. 2011 STOCK OPTION AND GRANT PLAN EX-10.2 8 d558096dex102.htm EX-10.2 Exhibit 10.2 FIFTYONE, INC. 2011 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the FiftyOne, Inc. 2011 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, consultants and other key persons of FiftyOne, Inc., a Delaware corporatio |
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| February 18, 2014 |
EX-4.5 Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LA |
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| February 18, 2014 |
CORRESP Goodwin Procter LLP Counselors at Law Exchange Place Boston, MA 02109 T: 617. |
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| February 18, 2014 |
EX-4.4 Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LA |
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| December 23, 2013 |
DRS/A Table of Contents As submitted confidentially to the Securities and Exchange Commission on December 23, 2013 Amendment No. |
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| December 23, 2013 |
DRSLTR Goodwin Procter LLP Counselors at Law Exchange Place Boston, MA 02109 T: 617. |
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| October 18, 2013 |
Draft Registration Letter Goodwin Procter LLP Counselors at Law Exchange Place Boston, MA 02109 T: 617. |
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| October 18, 2013 |
DRS/A Table of Contents As submitted confidentially to the Securities and Exchange Commission on October 18, 2013 as Amendment No. |
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| July 19, 2013 |
Exhibit 10.4 AGREEMENT OF LEASE METROPOLITAN 292 MADISON AVENUE LEASEHOLD LLC TO FIFTYONE, INC. 292 Madison Avenue Entire rentable area of the Fifth (5th) and Seventeenth (17th) Floors New York, New York 10017 AGREEMENT OF LEASE AGREEMENT OF LEASE (the “Agreement”) made as of February , 2012 by and between METROPOLITAN 292 MADISON AVENUE LEASEHOLD LLC, having an office c/o Herald Square Properties |
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| July 19, 2013 |
WARRANT TO PURCHASE COMMON STOCK E4X, INC. Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE “SECURITIES ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT RE |
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| July 19, 2013 |
EX-4.4 Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LA |
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| July 19, 2013 |
EX-4.2 Exhibit 4.2 EXECUTION VERSION FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT JUNE 28, 2012 TABLE OF CONTENTS Page 1. Affirmative Covenants 1 1.1 Delivery of Financial Statements 1 1.2 Additional Information 2 1.3 Accounting 2 1.4 Insurance 3 1.5 Proprietary Information and Non-Competition Agreements 3 1.6 Annual Plan 3 1.7 Confidentiality 3 1.8 Termination of Financial Information |
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| July 19, 2013 |
EX-4 5 filename5.htm Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE |
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| July 19, 2013 |
EX-4.6 Exhibit 4.6 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LA |
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| July 19, 2013 |
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.5 Exhibit 10.5 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 18, 2013 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and BORDERFREE, INC., f/k/a FIFTYONE, INC., a D |
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| July 19, 2013 |
CORRESP Table of Contents As submitted confidentially to the Securities and Exchange Commission on July 19, 2013 This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. |
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| July 19, 2013 |
EX-21.1 Exhibit 21.1 Name Jurisdiction of Formation Borderfree Research and Development Ltd. Israel |
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| July 19, 2013 |
FIFTYONE, INC. 2011 STOCK OPTION AND GRANT PLAN EX-10.2 Exhibit 10.2 FIFTYONE, INC. 2011 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the FiftyOne, Inc. 2011 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, consultants and other key persons of FiftyOne, Inc., a Delaware corporation (including any successor e |
