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OMB APPROVAL
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UNITED STATES OMB Number: 3235-0060
SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2000
Washington, D.C. 20549 Estimated average burden
hours per response 5.00
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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) March 7, 2000
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Stamps.com Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-26427 77-0454966
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3420 Ocean Park Boulevard, Suite 1040, Santa Monica, California 90405
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 581-7200
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On March 7, 2000, we completed our acquisition of iShip.com, Inc., a
privately-held company located in Bellevue, Washington. Under the terms of the
merger agreement, a wholly owned subsidiary of Stamps.com was merged with and
into iShip.com and iShip.com survives as a wholly owned subsidiary of
Stamps.com. iShip.com provides Web-based technology that gives online buyers
and sellers a complete, one-stop shipping and tracking solution. iShip.com's
tools help merchants, consumers and large corporations prepare, send and manage
e-commerce shipments, as well as provide better information about rates,
services and tracking. Under the terms of the merger, we will issue up to eight
million shares of our common stock, of which 800,000 will be placed in a one-
year escrow, for all outstanding shares, options and warrants of iShip.com.
The acquisition, which will be accounted for under the purchase method of
accounting, was approved by the board of directors and stockholders.
At a Special Stockholders Meeting held in Santa Monica, California on
March 7, 2000, the stockholders of Stamps.com approved two proposals: (i)
adoption of the merger agreement which provides for iShip.com becoming a wholly
owned subsidiary of Stamps.com and (ii) a 2.5 million share increase in the
number of shares of Stamps.com common stock covered by our 1999 Stock Incentive
Plan. Each proposal was approved by the requisite vote of the stockholders.
Attached as Exhibit 99.1 to this report is a press release issued on
March 7, 2000 announcing the completion of the transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Please refer to pages F-18 through F-30 of Stamps.com's
Registration Statement on Form S-4 (File No. 333-91377), as amended
on February 14, 2000, which pages are hereby incorporated by
reference.
(b) Pro Forma Financial Information.
Please refer to pages F-31 through F-36 of Stamps.com's
Registration Statement on Form S-4 (File No. 333-91377), as amended
on February 14, 2000, which pages are hereby incorporated by
reference.
(c) Exhibits.
99.1 Press Release issued by the Registrant on March 8, 2000
(Announcing Completion of iShip.com Acquisition).
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SIGNATURES*
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Stamps.com Inc.
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(Registrant)
March 9, 2000 /s/John W. LaValle
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Date John W. LaValle
Chief Financial Officer
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EXHIBIT 99.1
STAMPS.COM COMPLETES ACQUISITION OF iSHIP.COM
SANTA MONICA, Calif. - March 8, 2000 - Stamps.com (Nasdaq: STMP), the leading
provider of Internet mailing and shipping services, today announced that it has
completed its acquisition of online shipping company iShip.com.
Based in Bellevue, Wash., iShip.com allows customers to access multi-carrier
shipping choices and convenience, with package pricing, shipping, and tracking
right from the desktop. The company was founded in 1997 by the same management
team that built United Parcel Service (UPS) Online Professional, the world's
most powerful shipping and tracking software. The iShip.com service allows rate
and delivery comparisons among multiple carriers, including U.S. Postal Service,
UPS, FedEx and Airborne Express, and the ability to purchase and print labels
online.
On Mar. 7, 2000, iShip.com became a wholly-owned subsidiary of Stamps.com.
Stamps.com will issue up to eight million shares of Stamps.com common stock --
800,000 of which will be placed in a one-year escrow -- for all outstanding
shares, options and warrants of iShip.com. The acquisition will be accounted
for under the purchase method of accounting, and Stamps.com's financial reports
for the first fiscal quarter of 2000 (ending Mar. 31) will include iShip.com.
The company expects to record a one-time charge in the first quarter of 2000
related to the merger.
The acquisition establishes Stamps.com as a single marketplace on the Web for
shipping and mailing services and information, benefiting both customers and
carriers and revolutionizing the way mailing and shipping services are offered.
Anchored by Stamps.com's relationship with the U.S. Postal Service and
iShip.com's relationship with UPS, Stamps.com is well positioned to take
advantage of the rise in e-commerce shipments.
About Stamps.com
Founded in 1996, Santa Monica-based Stamps.com is the leading provider of
Internet-based mailing and shipping services. Its highly secure Internet Postage
service was approved by the US Postal Service in August of 1999 after an
exhaustive two-year regulatory evaluation and field beta test. The company's
innovative technology eliminates the need for specialized postage metering
hardware by giving customers the flexibility to print postage over the Internet
- - securely, accurately and fast. Through partnerships with major companies like
America Online, Hewlett-Packard, IBM, Microsoft, Office Depot, Intuit and 3M,
Stamps.com has tremendous reach into the small office/home office and consumer
markets. More information about the company can be found at www.stamps.com.
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"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: This release may contain forward-looking statements that involve risks and
uncertainties. Important factors, including risks associated with the
acquisition and with integrating iShip.com into Stamps.com., could cause actual
results to differ materially from those in the forward-looking statements and
are detailed in filings with the Securities and Exchange Commission made from
time to time by Stamps.com, including its Form 10-Q for the quarter ended
September 30, 1999 and its registration statement on Form S-4, as amended, that
was declared effective by the SEC on February 14, 2000. Stamps.com undertakes no
obligation to release publicly any revisions to any forward looking statements
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Internet Postage, Stamps.com and the Stamps.com logo are trademarks of
Stamps.com Inc. All other brands and names are property of their respective
owners.
