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Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
REGISTRATION STATEMENT
ON
FORM S-3
UNDER THE SECURITIES ACT OF 1933
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STAMPS.COM INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0454966
(State or other jurisdiction of (I.R.S. Employer
incorporation) Identification Number)
3420 Ocean Park Boulevard, Suite 1040
Santa Monica, California 90405
(310) 581-7200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
_______________
JOHN M. PAYNE
Chairman of the Board and Chief Executive Officer
Stamps.com Inc.
3420 Ocean Park Boulevard, Suite 1040
Santa Monica, California 90405
(310) 581-7200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_______________
Copies to:
Michael A. Zuercher, Esq.
Stamps.com Inc.
3420 Ocean Park Boulevard, Suite 1040
Santa Monica, California 90405
(310) 581-7200
_______________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
_______________________________________________
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Shares to be Offering Price Aggregate Registration
to be Registered Registered per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 30,000 shares $4.7188 $141,564 $38.00
$.001 par value per share
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(1) Estimate based upon the average of the high and low sales prices of the
Registrant's Common Stock on August 14, 2000, as reported by the Nasdaq
National Market, pursuant to Rule 457(c) promulgated under the Securities
Act of 1933, as amended.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
(Subject to completion, dated August 17, 2000)
30,000 Shares
STAMPS.COM INC.
Common Stock
Stamps.com Inc. is offering 30,000 shares in connection with a stock award
program for eligible franchises of Mail Boxes Etc. USA, Inc. Please see "Stock
Award Program Terms and Conditions" beginning on page 16 of this prospectus.
Our common stock is quoted on the Nasdaq National Market under the symbol
"STMP." On August 14, 2000, our last reported sale price for the common stock
was $4.5625 per share.
_______________
You should carefully consider the risk factors beginning on page 3 of this
prospectus before participating in the stock award program and purchasing any of
the common stock offered by this prospectus.
_______________
We have not authorized any person to make a statement that differs from
what is in this prospectus. If any person does make a statement that differs
from what is in this prospectus, you should not rely on it. This prospectus is
not an offer to sell, nor is it seeking an offer to buy, these securities in any
state in which the offer or sale is not permitted. The information in this
prospectus is complete and accurate as of its date, but the information may
change after that date.
_______________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
_______________
TABLE OF CONTENTS
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STAMPS.COM INC............................. 2
RISK FACTORS............................... 3
STOCK AWARD PROGRAM TERMS AND CONDITIONS... 16
WHERE YOU CAN FIND MORE INFORMATION........ 18
FORWARD-LOOKING STATEMENTS................. 19
USE OF PROCEEDS............................ 19
LEGAL MATTERS.............................. 19
EXPERTS.................................... 19
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The date of this prospectus is August 17, 2000.
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STAMPS.COM INC.
In this prospectus, the terms "Stamps.com," "Company," "we," "us" and "our"
refer to Stamps.com Inc. and its subsidiaries.
Stamps.com(TM) provides easy, convenient and cost-effective Internet-based
services for mailing or shipping letters, packages or parcels anywhere and at
anytime. Our three distinct business units--Small Business, Enterprise and E-
Commerce--offer customers the ability to more effectively manage mailing,
shipping and returns transactions and operations. With our core mailing and
shipping services, individual consumers or employees of small businesses or
larger enterprises can use our services to select a carrier, print US postage or
shipping labels from multiple carriers, schedule a pick-up, track a package and
apply enterprise-wide business rules to manage and account for mailing and
shipping costs. Through our e-commerce services, e-tailers and auctioneers can
enhance their offerings by offering our more convenient and useful shipping and
returns services to their customers. With all of our services, no additional
hardware is required; a customer can access our services through an existing
Internet connection and print postage or shipping labels with ordinary laser or
inkjet printers.
Our majority-owned subsidiary, EncrypTix, Inc., will leverage many of the
proprietary, Internet-based technologies developed by Stamps.com in the events,
travel and financial services industries. EncrypTix will enable sellers and
distributors of tickets and financial instruments to deliver value-bearing
instruments such as tickets, vouchers, boarding passes and gift certificates
over the Internet.
We were incorporated in Delaware in January 1998.
Our principal executive offices are located at 3420 Ocean Park Boulevard,
Suite 1040, Santa Monica, California 90405, and our telephone number is (310)
581-7200.
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RISK FACTORS
Before participating in the stock award program and purchasing the shares
offered by this prospectus, you should carefully consider the risks described
below, in addition to the other information presented in this prospectus or
incorporated by reference into this prospectus. If any of the following risks
actually occur, they could seriously harm our business, financial condition or
results of operations. In such case, the trading price of our common stock
could decline and you may lose all or part of the value of the stock that you
hold.
We face risks associated with our operations
The Internet postage and shipping markets are new and uncertain and our business
may not develop.
The markets for Internet postage and shipping are new, and their
development is subject to substantial uncertainty. Our success and financial
results are highly contingent upon the ability of our three business units--
Small Business, Enterprise and E-Commerce--to address and develop these markets.
We cannot assure you that these markets will fully develop, if at all.
We depend heavily on the commercial acceptance of our Internet Postage
service. We cannot predict if our target customers will choose the Internet as a
means of purchasing postage, or if customers will be willing to pay a fee to use
our service, or if potential users will select our services over services
offered by our competitors. Our target customers often have alternatives to the
US Postal Service and shipping services, including online invoicing, bill
payment and financial transactions. The General Accounting Office, in a report
issued on October 21, 1999, stated that competition from these alternatives
could lead to substantial declines in the US Postal Service's First Class Mail
volume in the next decade. These trends could limit the market opportunity for
our Internet Postage service. In addition, the US Postal Service could suspend,
terminate or offer services that compete against Internet postage, any of which
could stop or negatively impact the commercial adoption of our Internet Postage
service.
While Internet postage is extremely important to our business, we also
depend heavily on the commercial acceptance of our enterprise and e-commerce
Internet mailing and shipping services. There can be no assurance that we will
succeed in these businesses. Similar to Internet postage, Internet mailing and
shipping services are at a very early stage and the market for these services
has yet to develop. We have not released our enterprise or e-commerce services
on a commercial scale and we cannot be sure that our services or that a
substantial market for Internet mailing and shipping services will develop, if
at all.
If a significant market for any of our services fails to develop or
develops slower than we expect, our business will fail.
If we do not effectively manage, market and sell our Internet mailing and
shipping services or if we fail to make our services widely available, we may
never achieve profitability and our business will be substantially harmed and
could fail.
We face numerous risks coincident with the introduction, sale and
commercial availability of our services because of our very limited experience
with the commercial rollout and use of our services. Specifically, our Internet
Postage service was introduced less than a year ago (October 22, 1999), our
enterprise services have yet to be deployed on any significant commercial scale,
and or e-commerce services are not yet available for commercial use. As a
result, we cannot be sure that our services will be widely available or adopted,
that they will successfully process large numbers of user transactions or that
our services will contain features that appeal to the broad range of customers
that we target. If we experience problems with the availability, adoption,
scalability or functionality of our services or if we
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are unable to offer attractive service enhancements in a timely manner, our
ability to attract and retain customers and our results of operations would be
adversely impacted. On the other hand, if we experience extensive interest in
our services, we may fail to meet the expectations of customers due to limited
experience in operating our services and the strains this demand will place on
our Web site, customer service operations, network infrastructure or systems.
In order to acquire customers and achieve wide distribution and use of our
services, we must develop and execute cost-effective marketing campaigns and
sales programs. Given the limited amount of time that our services have been
commercially available, we have very limited experience conducting marketing
campaigns. In addition, we have recently increased our emphasis on direct
selling efforts and have begun to hire or outsource the resources necessary to
support a direct sales channel. However, we have very limited experience
regarding our ability to acquire customers through a direct sales channel. As a
result of these limited marketing and sales experiences, we cannot predict our
ability to attract customers for our services and we may fail to generate
significant interest in any of our services. Furthermore, we may be unable to
generate significant interest in our services in a cost-effective manner. If we
fail to generate interest in our services or to acquire customers in a cost
effective manner, our results of operations will be adversely affected and we
may never achieve profitability.
The continued availability of our Internet Postage service is dependent
upon our service continuing to meet US Postal Service performance specifications
and regulations. If at any time our Internet Postage service fails to meet US
Postal Service requirements, we may be prohibited from offering this service and
our business would be severely negatively impacted. Meanwhile, our Internet
mailing and shipping services must meet the commercial demands of our customers,
which are expected to range from small businesses to large enterprises. We
cannot be sure that our services will appeal to or be adopted by such a wide
range of customers. In addition, given our limited experience selling our
services to enterprise customers, we cannot predict the length of enterprise
sales cycles or implementation times for our services. If we fail to meet the
demands of our customers or if our customers implement our services slower than
we expect, our business, results of operation and ability to achieve
profitability will be negatively affected.
Finally, our ability to obtain and retain customers depends on our customer
service capabilities. If we are unable at any time to address customer service
issues adequately or to provide a satisfactory customer experience for current
or potential customers, our business and reputation may be harmed.
Success by Pitney Bowes in its suit against us alleging patent infringement
could prevent us from offering our Internet Postage service and severely harm
our business or cause it to fail.
On June 16, 1999, Pitney Bowes filed a patent infringement lawsuit against
us. The suit originally alleged that we are infringing two patents held by
Pitney Bowes related to postage application systems and electronic indicia. The
suit seeks treble damages, a preliminary and permanent injunction from further
alleged infringement, attorneys' fees and other unspecified damages. We answered
the complaint on August 6, 1999, denying the allegations of patent infringement
and asserting a number of affirmative defenses. Pitney Bowes filed a similar
complaint in early June 1999 against one of our competitors, E-Stamp
Corporation, alleging infringement of seven Pitney Bowes patents. On April 13,
2000, Pitney Bowes asked the court for permission to amend its complaint against
us to drop allegations of patent infringement with respect to one patent and to
add allegations of patent infringement with respect to three other patents. On
July 28, 2000, the court granted Pitney Bowes permission to amend its complaint
as requested.
The outcome of the litigation that Pitney Bowes has brought against us is
uncertain. Therefore, we can give no assurance that Pitney Bowes will not
prevail in its suit against us.
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If Pitney Bowes prevails in its suit against us, we may be prevented from
selling postage on the Internet. Alternatively, the Pitney Bowes suit could
result in limitations on how we implement our services, delays and costs
associated with redesigning our services and payments of license fees and other
payments. Thus, if Pitney Bowes prevails in its suit against us, our business
could be severely harmed or fail. In addition, the litigation could result in
significant expenses and diversion of management time and other resources.
On August 17, 1998, Pitney Bowes issued a press release stating that it
holds dozens of US patents related to computer-based postage metering and that
it intended to engage in discussions with other marketers of computer-based
postal products to license Pitney Bowes technology. Prior to Pitney Bowes filing
a lawsuit against us, we were in license discussions with Pitney Bowes. We
intend to continue these discussions; however, we cannot predict whether these
discussions will continue, the outcome of these discussions or the impact of
Pitney Bowes' intellectual property claims on our business or the Internet
postage market. If Pitney Bowes is able to prevail in its claims against us and
if we do not enter into a license relationship with Pitney Bowes, our business
could be impacted severely or fail. In addition, as described above, Pitney
Bowes could obtain monetary and injunctive relief against us.
We have a history of losses and expect to incur losses in the future, and we may
never achieve profitability.
As of June 30, 2000, we had an accumulated deficit of $149.9 million. For
the six months ended June 30, 2000, we only generated $5.7 million of revenue.
This minimal revenue amount can be attributed primarily to the fact that our
Internet Postage service has been available for less than a year (October 22,
1999) and that our enterprise and e-commerce services have yet to be released on
a commercial scale. Due to the need to establish our brand and services, we
expect to incur increasing sales and marketing, research and development, and
administrative expenses and therefore could continue to incur net losses for
several years. As a result of the iShip.com acquisition in March 2000, our
losses have increased because of additional costs and expenses related to
amortization of goodwill, other intangibles and deferred compensation resulting
from this acquisition; to an increase in the number of employees; an increase in
sales and marketing activities; additional facilities and infrastructure; and
assimilation of operations and personnel. Overall, we will need to generate
significant revenues to achieve and maintain profitability.
In connection with the iShip.com acquisition that we completed in March
2000, we will record a significant amount of intangibles, the amortization of
which will significantly and adversely affect our operating results. To the
extent we do not generate sufficient cash flow to recover the amount of the
investment recorded, the investment may be considered impaired and could be
subject to an immediate write-down of up to the full amount of the investment.
In this event, our net loss in any given period could be greater than
anticipated and the market price of our stock could decline.
Our ability to generate gross margins generally assumes that if a market
for our services develops, we must generate significant revenues from a large
base of active customers. We currently charge our customers a fee to use our
Internet Postage service. Similarly, we expect to charge transaction fees for
our enterprise and e-commerce services. In order to attract customers, we may
run special promotions and offer discounts on fees, postage and supplies.
However, given the lack of an established or proven commercial market for our
services, we cannot be sure that customers will be receptive to our fee
structures. Even if we are able to establish a sizeable base of users, we still
may not generate sufficient gross margins to become profitable. In addition, our
ability to generate revenues or achieve profitability could be adversely
affected by special promotions or changes to our pricing plans.
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If we cannot effectively manage our growth, our ability to provide services will
suffer.
Our reputation and ability to attract, serve and retain our customers
depend upon the reliable performance of our Web site, network infrastructure and
systems. We have a limited basis upon which to evaluate the capability of our
systems to handle controlled or full commercial availability of our Internet
Postage service or our enterprise and e-commerce mailing and shipping services.
We have recently expanded our operations significantly, and further expansion
likely will be required to address the anticipated growth in our user base and
market opportunities. To manage the expected growth of operations and personnel,
we will need to improve existing and implement new systems, procedures and
controls. In addition, we will need to expand, train and manage an increasing
employee base. We may also need to expand our finance, administrative and
operations staff.
We may not be able to manage our growth effectively. Our current expansion
has and will continue to place a significant strain on our managerial,
operational and financial resources. Our current and planned personnel, systems,
procedures and controls may be inadequate to support our future operations. If
we are unable to manage our growth effectively or experience disruptions during
our expansion, our business will suffer and our financial condition and results
of operations will be seriously affected.
If we are unable to maintain and develop our strategic relationships and
distribution arrangements, our services may not achieve commercial acceptance.
We have established strategic relationships with a number of third parties.
To date, our strategic relationships generally involve the promotion and
distribution of our services through our partners' products, services and Web
sites. Recently, we have increased our focus on the direct sales channel and
have entered into arrangements to have a third party direct sales force offer
our services. In return for promoting or selling our services, our partners may
receive revenue-sharing opportunities or per customer bounties. In order to
achieve wide distribution of our services, we believe we must establish
additional strategic relationships to market our services effectively. If one or
more of our partners terminates or limits its relationship with us, our business
could be severely harmed or fail. We have limited experience in establishing and
maintaining strategic relationships and we may fail in our efforts to establish
and maintain these relationships.
Our current strategic relationships have not yet resulted in significant
revenues, primarily because we have only recently commercially released our
Internet Postage service and our enterprise and e-commerce services have yet to
be released on a commercial scale. As a result, our strategic partners may not
view their relationships with us as significant or vital to their businesses and
consequently, may not perform according to our expectations. We have little
ability to control the efforts of our strategic partners and, even if we are
successful in establishing strategic relationships, these relationships may not
be successful.
We face risks typical of early stage companies and of new and rapidly changing
markets.
You should consider our prospects in light of the risks and difficulties
frequently encountered by early stage companies and those in new and rapidly
evolving markets. These risks include, among other things, our:
(a) ability to meet and maintain government specifications for our
Internet Postage service, specifically US Postal Service requirements;
(b) complete dependence on Internet mailing and shipping services that
currently do not have broad market acceptance;
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(c) need to expand our sales and support organizations;
(d) ability to establish and promote our brand name;
(e) ability to expand our operations to meet the commercial demand for our
services;
(f) development of and reliance on strategic and distribution
relationships;
(g) ability to prevent and respond quickly to service interruptions;
(h) ability to minimize fraud and other security risks; and
(i) ability to compete with companies with greater capital resources and
brand awareness.
If we do not achieve the brand recognition necessary to succeed in the Internet
mailing and shipping markets, our business will suffer.
We must quickly build our brands for our mailing and shipping service in
order to gain market acceptance for our services. We believe it is imperative to
our long-term success that we obtain significant market share for our services
before other competitors enter the Internet postage and shipping markets. We
must make substantial expenditures on product development, strategic
relationships and marketing and sales initiatives in an effort to establish our
brand awareness. In addition, we must devote significant resources to ensure
that our users are provided with a high quality service experience supported by
a high level of customer service. We cannot be certain that we will have
sufficient resources to build our brands and realize commercial acceptance of
our services. If we fail to gain market acceptance for our services, our
business will suffer dramatically or may fail.
System and online security failures could harm our business and operating
results.
Our services depend on the efficient and uninterrupted operation of our
computer and communications hardware systems. In addition, we must provide a
high level of security for the transactions we execute. We rely on internally
developed and third party technology to provide secure transmission of postage
and other confidential information. Any breach of these security measures would
severely impact our business and reputation and would likely result in the loss
of customers. Furthermore, if we are unable to provide adequate security, the US
Postal Service could prohibit us from selling postage over the Internet and our
enterprise and e-commerce customers could discontinue use of our mailing and
shipping services.
Our systems and operations are vulnerable to damage or interruption from a
number of sources, including fire, flood, power loss, telecommunications
failure, break-ins, earthquakes and similar events. We have entered into an
Internet hosting agreement with Exodus Communications, Inc. to maintain our
Internet postage servers at Exodus' data centers in Southern California. Our
operations depend on Exodus' ability to protect its and our systems in its data
center against damage or interruption. Exodus does not guarantee that our
Internet access will be uninterrupted, error-free or secure. Our servers are
also vulnerable to computer viruses, physical, electrical or electronic break-
ins and similar disruptions. We have obtained insurance for some of these
disruptions; however, we cannot be certain that our coverage will be sufficient
to compensate us for losses that may occur due to these types of disruptions.
We have experienced unplanned system interruptions in the past and may
experience them again in the future. Unplanned interruptions that we have had in
the past have resulted in instances where current customers could not access
their accounts or purchase postage or supplies from our online store and
potential customers could not register for our services. Some of these past
interruptions have lasted
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several hours. Any substantial interruptions in the future could result in the
loss of data and could completely impair our ability to process transactions,
register new customers and generate revenues from our services and our online
store. We do have a business interruption plan that we continue to refine and
update; however, we do not presently have a full disaster recovery plan in
effect to cover loss of facilities and equipment. In addition, we do not have a
"fail-over" site that mirrors our infrastructure to allow us to operate from a
second location. We have business interruption insurance; however, we cannot be
certain that our coverage will be sufficient to compensate us for losses that
may occur as a result of business interruptions.
A significant barrier to electronic commerce and communications is the
secure transmission of confidential information over public networks. Anyone who
is able to circumvent our security measures could misappropriate confidential
information or cause interruptions in our operations. We may be required to
expend significant capital and other resources to protect against potential
security breaches or to alleviate problems caused by any breach. We rely on
specialized technology, both within our own infrastructure and that provided by
Exodus, to provide the security necessary for secure transmission of postage and
other confidential information. Advances in computer capabilities, new
discoveries in security technology, or other events or developments may result
in a compromise or breach of the algorithms we use to protect customer
transaction data. Should someone circumvent our security measures, our
reputation, business, financial condition and results of operations could be
seriously harmed. Security breaches could also expose us to a risk of loss or
litigation and possible liability for failing to secure confidential customer
information. As a result, we may be required to expend a significant amount of
financial and other resources to protect against security breaches or to
alleviate any problems that they may cause.
If we do not expand our product and service offerings, our business may not
grow.
We may establish subsidiaries, enter into joint ventures or pursue the
acquisition of new or complementary businesses, products or technologies in an
effort to enter into new business areas, diversify our sources of revenue and
expand our product and service offerings. We have no commitments or agreements
and are not currently engaged in discussions for any material acquisitions or
investments. We continue to evaluate incremental revenue opportunities and
derivative applications of our technology and may pursue and develop those
opportunities with strategic partners and investors, both domestically and
internationally. To the extent we pursue new or complementary businesses, we may
not be able to expand our service offerings and related operations in a cost-
effective or timely manner. We may experience increased costs, delays and
diversions of management's attention when integrating any new businesses or
service. We may lose key personnel from our operations or those of any acquired
business. Furthermore, any new business or service we launch that is not
favorably received by users could damage our reputation and brand name in the
Internet postage and shipping or other markets that we enter. We also cannot be
certain that we will generate satisfactory revenues from any expanded services
or products to offset related costs. Any expansion of our operations would also
require significant additional expenses, and these efforts may strain our
management, financial and operational resources. Additionally, future
acquisitions may also result in potentially dilutive issuances of equity
securities, the incurrence of additional debt, the assumption of known and
unknown liabilities, and the amortization of expenses related to goodwill and
other intangible assets, all of which could have a material adverse effect on
our business, financial condition and operating results. New issuances of
securities may also have rights, preferences and privileges senior to those of
our common stock.
Fluctuations in our operating results could cause our stock price to fall.
Given our limited operating history, we have not generated any significant
revenues from our operations. In addition, the market for Internet mailing and
shipping services is very new and uncertain. Accordingly, we have a limited
basis upon which to predict future operating results. We expect that our
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revenues, margins and operating results will fluctuate significantly due to a
variety of factors, many of which are outside of our control. These factors
include:
(a) the success of the commercial release of services;
(b) the costs of defending ourselves in the Pitney Bowes litigation or
against other intellectual property claims;
(c) the costs of our marketing and sales programs to establish, promote
and distribute our brand names and services;
(d) the demand for our services;
(e) our ability to develop and maintain strategic distribution
relationships and a direct sales channel;
(f) the number, timing and significance of new products or services
introduced by both us and our competitors;
(g) our ability to develop, market and introduce new and enhanced services
on a timely basis;
(h) the level of service and price competition;
(i) the increases in our operating expenses as we expand operations;
(j) US Postal Service regulation and policies; and
(k) general economic factors.
Our cost of revenues includes costs for systems operations, customer
service, Internet connection and security services; all of these costs will
fluctuate depending upon the demand for our services. In addition, a substantial
portion of our operating expenses is related to personnel costs, marketing
programs and overhead, which cannot be adjusted quickly and are therefore
relatively fixed in the short term. Our operating expense levels are based, in
significant part, on our expectations of future revenues. If our expenses
precede increased revenues, both gross margins and results of operations would
be materially and adversely affected.
Due to the foregoing factors and the other risks discussed in this report,
you should not rely on period-to-period comparisons of our results of operations
as an indication of future performance. It is possible that in some future
periods our results of operations will be below the expectations of public
market analysts and investors. In this event, the market price of our common
stock is likely to decline.
Third party assertions of violations of their intellectual property rights could
adversely affect our business.
In addition to the Pitney Bowes claim described above, as is customary with
technology companies, we may receive or become aware of correspondence claiming
potential infringement of other parties' intellectual property rights. We could
incur significant costs and diversion of management time and resources to defend
claims against us regardless of their validity. We may not have adequate
resources to defend against these claims and any associated costs and
distractions could have a material adverse effect on our business, financial
condition and results of operations. As an alternative to litigation, we may
seek licenses for other parties' intellectual property rights. We may not be
successful in obtaining
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all of the necessary licenses on commercially reasonable terms, if at all. Any
loss resulting from intellectual property litigation could severely limit our
operations, cause us to pay license fees, or prevent us from doing business.
A failure to protect our own intellectual property could harm our competitive
position.
We rely on a combination of patent, trade secret, copyright and trademark
laws and contractual restrictions to establish and protect our rights in our
products, services, know-how and information. We have three issued US patents
and have filed 41 patent applications in the United States, and two
international patent applications. We have also applied to register a number of
trademarks and service marks. We plan to apply for other patents, trademarks and
service marks in the future. We may not receive patents for any of our patent
applications. Even if patents are issued to us, claims issued in these patents
may not protect our technology. In addition, a court might hold any of our
patents, trademarks or service marks invalid or unenforceable. If our patents
fail to protect our technology or our trademarks and service marks are
successfully challenged, our competitive position could be harmed. Even if our
patents are upheld or are not challenged, third parties may develop alternative
technologies or products without infringing our patents.
We generally enter into confidentiality agreements with our employees,
consultants and other third parties to control and limit access and disclosure
of our confidential information. These contractual arrangements or other steps
taken to protect our intellectual property may not prove to be sufficient to
prevent misappropriation of technology or deter independent third party
development of similar technologies. Additionally, the laws of foreign countries
may not protect our services or intellectual property rights to the same extent
as do the laws of the United States.
Our growth and operating results could be impaired if we are unable to meet our
future capital requirements.
We believe that our current cash balances will allow us to fund our
operations through fiscal year 2001. However, we may require substantial working
capital to fund our business and we may need to raise additional capital. We
cannot be certain that additional funds will be available on satisfactory terms
when needed, if at all. Our future capital needs depend on many factors,
including market acceptance of our postage and shipping services; the level of
promotion and advertising of our postage and shipping services; the level of our
development efforts; rate of customer acquisition and retention of our Internet
mailing and shipping services; and changes in technology.
The various elements of our business and growth strategies, including our
plans to support fully the commercial release of our services, our introduction
of new products and services and our investments in infrastructure will require
additional capital. If we are unable to raise additional necessary capital in
the future or generate sufficient working capital, we may be required to curtail
our operations significantly or obtain funding through the relinquishment of
significant technology or markets. Also, raising additional equity capital would
have a dilutive effect on existing stockholders.
We could be required to register as an investment company and become subject to
substantial regulation that would interfere with our ability to conduct our
business.
We invest in short-term instruments consistent with prudent cash management
and not primarily for the purpose of achieving investment returns. This could
result in our being treated as an investment company under the Investment
Company Act of 1940 and therefore being required to register as an investment
company under the Investment Company Act. The Investment Company Act requires
the registration of companies which are engaged primarily in the business of
investing, reinvesting or trading in securities or which are engaged in
investing, reinvesting, owning, holding or trading in securities and
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over 40% of whose assets on an unconsolidated basis (other than government
securities and cash) consist of investment securities. While we do not believe
that we are engaged primarily in the business of investing, reinvesting or
trading in securities, we may invest our cash and cash equivalents in government
securities to the extent necessary to avoid having over 40% of our assets
consist of investment securities. Government securities are defined as
securities issued by the U.S. government and certain federal agencies. These
securities generally yield lower rates of income than other short-term
instruments in which we have invested to date. Accordingly, investing
substantially all of our cash and cash equivalents in government securities
could result in lower levels of interest income, which could cause our losses to
increase.
If we were required to register as an investment company under the
Investment Company Act, we would become subject to substantial regulation with
respect to our capital structure, management, operations, transactions with
affiliated persons, if any, and other matters, incur substantial costs and
experience a disruption of our business. Application of the provisions of the
Investment Company Act to us would materially and adversely affect our business,
prospects, financial condition and results of operations.
If the software, hardware, computer technology and other systems and services we
use are not Year 2000 compliant, our operations could suffer and we could lose
customers.
Many existing computer systems and software products are coded to accept
only two digit entries in the date code field and cannot distinguish 21(st)
century dates from 20th century dates. If these systems have not been properly
corrected, there could be system failures or miscalculations causing disruptions
of operations, including, among other things, a temporary inability to process
transactions or engage in normal business activities. As a result, many
companies' software and computer systems may need to be upgraded or replaced to
become "Year 2000" compliant. In addition, despite the fact that many computer
systems are currently processing 21st century dates correctly, these companies,
including us, could experience latent Year 2000 problems.
We use and depend on third party equipment and software that may not be
Year 2000 compliant. If Year 2000 issues prevent our customers from accessing
the Internet or our Web site, processing transactions or using their credit
cards, our business will suffer. Any failure of our third party equipment,
software or services to operate properly could require us to incur unanticipated
expenses, which could seriously harm our business and operating results.
We face risks associated with our markets
If we do not respond effectively to technological change, our services could
become obsolete and our business will suffer.
The development of our services and other technology entails significant
technical and business risks. To remain competitive, we must continue to enhance
and improve the responsiveness, functionality and features of our online
operations. The Internet and the electronic commerce industry are characterized
by rapid technological change; changes in user and customer requirements and
preferences; frequent new product and service introductions embodying new
technologies; and the emergence of new industry standards and practices.
The evolving nature of the Internet or the Internet mailing and shipping
markets could render our existing technology and systems obsolete. Our success
will depend, in part, on our ability to license or acquire leading technologies
useful in our business; enhance our existing services; develop new services or
features and technology that address the increasingly sophisticated and varied
needs of our current and
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prospective users; and respond to technological advances and emerging industry
and regulatory standards and practices in a cost-effective and timely manner.
Future advances in technology may not be beneficial to, or compatible with,
our business. Furthermore, we may not be successful in using new technologies
effectively or adapting our technology and systems to user requirements or
emerging industry standards on a timely basis. Our ability to remain
technologically competitive may require substantial expenditures and lead-time.
If we are unable to adapt in a timely manner to changing market conditions or
user requirements, our business, financial condition and results of operations
could be seriously harmed.
If we are unable to compete successfully, particularly against large,
traditional providers of postage products such as Pitney Bowes who enter the
online postage and shipping markets, our revenues and operating results will
suffer.
The market for Internet postage products and services is new and is
intensely competitive. At present, E-Stamp has a hardware-based product
commercially available and has announced that it begun testing a Web-based
product through the Information Based Indicia Program. Pitney Bowes has a
software-based product commercially available and has a hardware-based product
in beta testing. Neopost Industrie has hardware and software products in beta
testing. If any of our competitors, including Pitney Bowes, provide the same or
similar service as we provide, our operations could be adversely impacted.
Internet postage may not be widely adopted by customers. These customers
may continue to use traditional means to purchase postage, including purchasing
postage from their local post office. If Internet postage becomes a viable
market, we may not be able to establish or maintain a competitive position
against current or future competitors as they enter the market. Many of our
competitors have longer operating histories, larger customer bases, greater
brand recognition, greater financial, marketing, service, support, technical,
intellectual property and other resources than us. As a result, our competitors
may be able to devote greater resources to marketing and promotional campaigns,
adopt more aggressive pricing policies and devote substantially more resources
to Web site and systems development than us. This increased competition may
result in reduced operating margins, loss of market share and a diminished
brand. We may from time to time make pricing, service or marketing decisions or
acquisitions as a strategic response to changes in the competitive environment.
These actions could result in reduced margins and seriously harm our business.
If the market for Internet postage develops, we could face competitive
pressures from new technologies or the expansion of existing technologies
approved for use by the US Postal Service. We may also face competition from a
number of indirect competitors that specialize in electronic commerce and other
companies with substantial customer bases in the computer and other technical
fields. Additionally, companies that control access to transactions through a
network or Web browsers could also promote our competitors or charge us a
substantial fee for inclusion. Our competitors may also be acquired by, receive
investments from or enter into other commercial relationships with larger,
better-established and better-financed companies as use of the Internet and
other online services increases. In addition, changes in postal regulations
could adversely affect our service and significantly impact our competitive
position. We may be unable to compete successfully against current and future
competitors, and the competitive pressures we face could seriously harm our
business.
As a result of the iShip.com acquisition in March 2000, we also compete
with companies that provide shipping solutions to businesses. Customers may
continue using the direct services of the US Postal Service, UPS, FedEx and
other major shippers, instead of adopting our multi-carrier, online service.
Alternatively, traditional and/or potential competitors with greater resources
than us, like Pitney Bowes, may develop more successful Internet solutions or
deter acceptance of our service offerings. In addition, companies including
TanData Corporation, GoShip.com, BITS, Inc./Intershipper.net, Kewill
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Systems, Accuship, PackageNet and Virtan, Inc./SmartShip, Return.com and
ClickReturns.com are competing in shipping services. We also face a significant
risk that large shipping companies will collaborate in the development and
operation of an online shipping system that could make our Internet shipping
services obsolete.
The success of our business will depend on the continued growth of the Internet
and the acceptance by customers of the Internet as a means for purchasing
postage and shipping services.
Our success depends in part on widespread acceptance and use of the
Internet as a way to purchase postage and shipping services. This practice is at
an early stage of development, and market acceptance of Internet postage and
shipping services is uncertain. We cannot predict the extent to which customers
will be willing to shift their purchasing habits from traditional to online
postage and/or shipping services. To be successful, our customers must accept
and utilize electronic commerce to satisfy their product needs. Our future
revenues and profits, if any, substantially depend upon the acceptance and use
of the Internet and other online services as an effective medium of commerce by
our target users.
The Internet may not become a viable long-term commercial marketplace due
to potentially inadequate development of the necessary network infrastructure or
delayed development of enabling technologies and performance improvements. The
commercial acceptance and use of the Internet may not continue to develop at
historical rates. Our business, financial condition and results of operations
would be seriously harmed if use of the Internet and other online services does
not continue to increase or increases more slowly than expected; the
infrastructure for the Internet and other online services does not effectively
support future expansion of electronic commerce or our services; concerns over
security and privacy inhibit the growth of the Internet; or the Internet and
other online services do not become a viable commercial marketplace.
US Postal Service regulation may cause disruptions or the discontinuance of our
business. Additionally, the US Postal Service could assess fees that would
increase the cost of our service and possibly affect the adoption of Internet
postage as a new method of mailing.
We are subject to continued US Postal Service scrutiny and other government
regulations. The US Postal Service could change its certification requirements
or specifications for Internet postage or revoke the approval of our service at
any time. Any changes in requirements or specifications for Internet postage
could adversely affect our pricing, cost of revenues, operating results and
margins by increasing the cost of providing our Internet postage service. For
example, the US Postal Service could decide to charge Internet postage vendors
fees for the enrollment of each unique customer of the Internet postage product,
which would be a cost that we would either absorb or pass through to customers.
The US Postal Service has in fact invoiced each Internet postage vendor $8 for
each digital certificate required for each consumer of Internet postage to
securely print postage. We are currently discussing the necessity of this charge
with the US Postal Service. If we are required to pay this per customer charge,
the cost of our service could increase and the adoption of Internet postage as a
new method of mailing could be adversely affected.
The US Postal Service could also decide that Internet postage should no
longer be an approved postage service due to security concerns or other issues.
Our business would suffer dramatically if we are unable to adapt our Internet
Postage service to any new requirements or specifications or if the US Postal
Service were to discontinue Internet postage as an approved postage method.
Alternatively, the US Postal Service could introduce competitive programs or
amend Internet postage requirements to make certification easier to obtain,
which could lead to more competition from third parties or the US Postal Service
itself. See "Risk Factors--If we are unable to compete successfully,
particularly against large, traditional providers of postage products like
Pitney Bowes who enter the online postage and shipping markets, our revenues and
operating results will suffer."
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In addition, US Postal Service regulations may require that our personnel
with access to postal information or resources receive security clearance prior
to doing relevant work. We may experience delays or disruptions if our personnel
cannot receive necessary security clearances in a timely manner, if at all. The
regulations may limit our ability to hire qualified personnel. For example,
sensitive clearance may only be provided to US citizens or aliens who are
specifically approved to work on US Postal Service projects.
Our operating results could be impaired if our business or the Internet become
subject to additional government regulation and legal uncertainties.
With the exception of US Postal Service and Department of Commerce
regulations, we are not currently subject to direct regulation by any domestic
or foreign governmental agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable to electronic commerce.
However, due to the increasing popularity and use of the Internet, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet, relating to user privacy; pricing; content; copyrights;
distribution; characteristics and quality of products and services; and export
controls.
The adoption of any additional laws or regulations may hinder the expansion
of the Internet. A decline in the growth of the Internet could decrease demand
for our products and services and increase our cost of doing business. Moreover,
the applicability of existing laws to the Internet is uncertain with regard to
many issues, including property ownership, export of specialized technology,
sales tax, libel and personal privacy. Our business, financial condition and
results of operations could be seriously harmed by any new legislation or
regulation. The application of laws and regulations from jurisdictions whose
laws do not currently apply to our business, or the application of existing laws
and regulations to the Internet and other online services could also harm our
business.
We have employees and offer our services in multiple states and plan to
expand both domestically and internationally. These jurisdictions may claim that
we are required to qualify to do business as a foreign corporation in each state
or foreign country. Our failure to qualify as a foreign corporation in a
jurisdiction where we are required to do so could subject us to taxes and
penalties. Other states and foreign countries may also attempt to regulate our
services or prosecute us for violations of their laws. Further, we might
unintentionally violate the laws of foreign jurisdictions and those laws may be
modified and new laws may be enacted in the future.
If we market our services internationally, government regulation could disrupt
our operations.
One element of our strategy is to provide services in international
markets. Our ability to provide our Internet Postage service in international
markets would likely be subject to rigorous governmental approval and
certification requirements similar to those imposed by the US Postal Service.
For example, our Internet Postage service cannot currently be used for
international mail because foreign postal authorities do not currently recognize
information-based indicia postage. If foreign postal authorities accept postage
generated by our service in the future, and if we obtain the necessary foreign
certification or approvals, we would be subject to ongoing regulation by foreign
governments and agencies. To date, efforts to create a certification process in
Europe and other foreign markets are in a preliminary stage and these markets
may not prove to be a viable opportunity for us. As a result, we cannot predict
when, or if, international markets will become a viable source of revenues for a
postage service similar to ours.
Even though the US government has recently adopted more flexible export
rules for software, our ability to provide service in international markets may
still be impacted by the export control laws of the United States. Our software
technology may make us subject to stronger export controls in some instances,
and may prevent us from being able to export our products and services.
Regulations and
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standards of the Universal Postal Union and other international bodies may also
limit our ability to provide international mail services.
If we achieve significant international acceptance of our services, our
business activities will be subject to a variety of potential risks, including
the adoption of laws and regulatory requirements, political and economic
conditions, difficulties protecting our intellectual property rights and actions
by third parties that would restrict or eliminate our ability to do business in
these jurisdictions. If we begin to transact business in foreign currencies, we
will become subject to the risks attendant to transacting in foreign currencies,
including the potential adverse effects of exchange rate fluctuations.
Our charter documents could deter a takeover effort, which could inhibit your
ability to receive an acquisition premium for your shares.
The provisions of our Amended and Restated Certificate of Incorporation,
Bylaws and Delaware law could make it difficult for a third party to acquire us,
even it would be beneficial to our stockholders. In addition, we are subject to
the provisions of Section 203 of the Delaware General Corporation Law, which
could prohibit or delay a merger or other takeover of our company, and
discourage attempts to acquire us.
Additional shares held by existing stockholders may be sold into the public
market, which could cause our stock price to decline.
Public sales of substantial amounts of common stock purchased in private
financings prior to our initial public offering or upon the exercise of stock
options or warrants could adversely affect the prevailing market price of our
common stock. All of these shares are available for immediate sale, subject to
the volume and other restrictions under Rule 144 of the Securities Act of 1933.
Sales of substantial amounts of common stock in the public market, or the
perception that these sales could occur, could adversely affect the prevailing
market price for our common stock and could impair our ability to raise capital
through a public offering of equity securities.
We may be subject to additional risks.
The risks and uncertainties described above are not the only ones facing
us. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also adversely affect our business operations.
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STOCK AWARD PROGRAM TERMS AND CONDITIONS
Stamps.com is offering common stock awards in connection with a promotion
that seeks to encourage adoption and use of Stamps.com's iShip Counter Manifest
System, or the CMS, by franchises of Mail Boxes Etc.(R) located in the United
States. The CMS is a Web-based service that allows Mail Boxes Etc. franchises
to process and ship packages.
Duration of the Program: The stock award program begins at 12:01:00 a.m.
PT on October 1, 2000 and continues through 11:59:00 p.m. PT on December 31,
2000.
Eligibility: The stock award program is available only to Mail Boxes Etc.
franchises that have deployed the CMS prior to or during the program. No
franchise located outside of the United States nor any franchise owner whose
residence or domicile is outside of the United States may participate in the
stock award program.
Individual Franchise Stock Awards: Stamps.com will award to each franchise
owner ten (10) shares of Stamps.com common stock for every 1,000 packages that
the franchise ships using the CMS ("Shipped Package"). No eligible franchise
may be awarded more than one-hundred (100) shares of Stamps.com common stock
under the program. In the event more than one franchise is owned by a single
individual or corporate entity, that individual or corporate entity may receive
up to one-hundred (100) shares of Stamps.com common stock per franchise owned by
that individual or corporate entity.
Shipped Packages: Each of the following will be considered a "Shipped
Package" for purposes of the promotion: United Parcel Service ("UPS"), Federal
Express and United States Postal Service ("USPS") packages processed and
manifested throughout the duration of the program. A package is processed by
using the Ship It(TM) button or F10 function key in CMS to complete a shipping
transaction. A package is manifested, or transmitted to the CMS Package History
database, either manually by using the "Perform End of Day" functionality in
CMS, or (for Federal Express and USPS) automatically by the Stamps.com Data
Center 24 hours after the end of the day when a package is processed. Shipped
Packages will exclude all voided packages.
Issuance of Stock Awards: Earned stock awards will be aggregated for each
individual franchise and will not be issued until on or about January 14, 2001.
If earned stock awards are issued after January 14, 2001, then stock will be
awarded within ten (10) business days following the date on which the
registration statement, of which this prospectus is a part, is declared
effective by the United States Securities and Exchange Commission ("SEC").
Total Stock Award Limitation: Stamps.com will only issue up to an
aggregate of 30,000 shares of common stock under this program. In the event
that total individual franchise stock awards exceed 30,000, the 30,000 shares
will be prorated among eligible franchises using the following equation:
A
Individual Franchise Award = ----------- X 30,000
B
Where:
A = Number of shares to be awarded to an individual franchise under the
program
B = Number of shares that would have been awarded to all eligible
franchise had the 30,000 aggregate share limit not been applicable
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No cash or other substitution or transfer of stock is permitted except by
Stamps.com. All federal, state, and local taxes and fees are the sole
responsibility of the recipient of the stock award.
General Terms: Stamps.com is not responsible for failed, partial or
garbled computer transmissions, or for technical failures of any kind,
including, but not limited to electronic malfunctioning of any network,
hardware, or software or electronic or human error which may occur in the
administration of the stock award program or the processing of awards or for any
outages, either in the network infrastructure or the CMS service itself, which
may limit the ability of any franchise to perform shipping transactions using
the CMS. Stamps.com is not responsible for the inability of any franchise to
ship packages using the CMS due to not having the CMS installed at their
franchise or for any other reason beyond the reasonable control of Stamps.com.
Stamps.com reserves the right in its sole discretion to disqualify any
individual or entity it finds to be tampering with the operation of the stock
award program or to be acting in violation of any other promotion rules.
Disqualified individuals or entities will not be awarded earned stock awards.
Stamps.com will not be liable to disqualified individuals or entities or any
other individuals or entities for termination of earned stock awards.
Stamps.com reserves the right to cancel or modify the stock award program if
fraud, technical failures or any other factor beyond Stamps.com's reasonable
control impairs the integrity of the stock award program as determined by
Stamps.com in its sole discretion. In such event, Stamps.com reserves the right
to award stock for the eligible shipped packages processed up to the time of the
impairment. Any attempt by any person to deliberately damage or undermine the
legitimate operation of the stock award program may be a violation of criminal
and civil law, and, should such an attempt be made, Stamps.com reserves the
right to seek damages from any such person to the fullest extent permitted by
law. In the event that the SEC will declare effective the registration
statement filed by Stamps.com for the issuance of its common stock, Stamps.com
will not be responsible or liable for awarding any shares of Stamps.com common
stock to eligible franchise owners unless and until the SEC declares the
registration statement effective.
By receipt of any stock award, a recipient agrees to release and hold
harmless Stamps.com, its affiliates, subsidiaries and advertising and promotion
agencies, and each of their respective officers, directors, employees and agents
from and against any claim or cause of action arising out of participation in
the stock award program or receipt or use of a stock award.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. Our SEC filings are also available to the public at
the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended. This prospectus is part of a
registration statement on Form S-3 that we originally filed with the SEC on or
about August 17, 2000. The documents we incorporate by reference are:
1. Our Annual Report on Form 10-K/A, as amended, for the fiscal year ended
December 31, 1999;
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2000;
3. Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2000;
4. Our definitive proxy statement filed with the SEC on May 11, 2000 in
connection with our 2000 annual meeting of stockholders;
5. Our Current Reports on Form 8-K filed with the SEC on March 8, 2000 and
March 22, 2000; and
6. The description of our common stock contained in our registration statement
on Form 8-A filed with the SEC on June 17, 1999 under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such.
All reports and other documents we subsequently file under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date of this prospectus and prior to the termination of this offering will be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents. Any statement incorporated herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
We will provide without charge to each person to whom this prospectus is
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated herein by reference. We will not provide
copies of exhibits to such documents unless such exhibits are specifically
incorporated by reference into such document. Requests for documents should be
submitted in writing to the Corporate Secretary, at Stamps.com Inc., c/o Legal
Affairs Department, 3420 Ocean Park Boulevard, Suite 1040, Santa Monica,
California 90405 or by telephone at (310) 581-7200.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements. These forward-looking statements
are based on our current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions made by us. Words such
as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates" and variations of these words or similar expressions are intended to
identify forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, our actual results could
differ materially from those expressed or forecasted in any forward-looking
statements as a result of a variety of factors, including those set forth in
"Risk Factors" above and elsewhere in, or incorporated by reference into, this
prospectus. We undertake no obligation to update publicly any forward-looking
statements for any reason, even if new information becomes available or other
events occur in the future.
USE OF PROCEEDS
Stamps.com will not receive proceeds from the issuance and subsequent sale
of common stock through the stock award program.
LEGAL MATTERS
The legality of the shares offered hereby will be passed upon for
Stamps.com by Michael A. Zuercher, Senior Director, Legal Affairs and Secretary
of Stamps.com.
EXPERTS
The audited financial statements of Stamps.com Inc. for fiscal years 1999
and 1998 incorporated by reference in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
The iShip.com financial statements, included in Stamps.com's Annual Report
on Form 10-K/A for the year ended December 31, 1999, incorporated by reference
in this prospectus have been audited by Moss Adams LLP, independent public
accountants, as indicated in their report with respect thereto and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various costs and expenses to be paid by
us with respect to the sale and distribution of the securities being registered.
All of the amounts shown are estimates except for the Securities and Exchange
Commission registration fee and the Nasdaq National Market listing fee.
<TABLE>
<S> <C>
SEC Registration Fee...................................... $ 38
Nasdaq National Market Listing Fee........................ $ 2,000
Printing Expenses......................................... $ 5,000
Legal Fees and Expenses................................... $10,000
Accounting Fees and Expenses.............................. $ 5,000
Miscellaneous............................................. $ 1,000
Total................................................ $23,038
</TABLE>
Item 15. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law, Stamps.com can
indemnify its directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act. Stamps.com's bylaws
provide that Stamps.com will indemnify its directors and officers to the fullest
extent permitted by law and require Stamps.com to advance litigation expenses
upon receipt by Stamps.com of an undertaking by the director or officer to repay
such advances if it is ultimately determined that the director or officer is not
entitled to indemnification. The bylaws further provide that rights conferred
under such bylaws do not exclude any other right such persons may have or
acquire under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Stamps.com's certificate of incorporation provides that, under Delaware
law, its directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty of care to Stamps.com and its stockholders. This
provision in the certificate of incorporation does not eliminate the duty of
care, and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to Stamps.com or its stockholders, for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
Stamps.com has entered into agreements to indemnify its directors, the
directors of certain of its subsidiaries and certain of its officers in addition
to the indemnification provided
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<PAGE>
for in the certificate of incorporation and bylaws. These agreements, among
other things, indemnify Stamps.com's directors and certain of its officers for
certain expenses, attorneys' fees, judgments, fines and settlement amounts
incurred by such person in any action or proceeding, including any action by or
in the right of Stamps.com, on account of services as a director or officer of
Stamps.com, or as a director or officer of any other company or enterprise to
which the person provides services at the request of Stamps.com.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number
------
<C> <S>
4.1 Specimen Certificate of the Stamps.com Inc.'s Common Stock (incorporated
by reference from Exhibit 4.1 of Registration Statement No. 333-77025)
5.1 Opinion of Michael A. Zuercher.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Moss Adams LLP.
23.3 Consent of Michael A. Zuercher (included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page hereto).
</TABLE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering price
may be reflected in the form of prospectus filed with the SEC under Rule
424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in
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<PAGE>
periodic reports filed by us pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Stamps.com's
Annual Report under Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference into this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Stamps.com
pursuant to the foregoing provisions, or otherwise, Stamps.com has been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Stamps.com of expenses incurred or paid by a director, officer or
controlling person of Stamps.com in the successful defense of any action, suit,
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Stamps.com will, unless in the
opinion of its counsel the question has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Monica, State of California, on the 16th
day of August, 2000.
STAMPS.COM INC.
By: /s/ John M. Payne
_____________________________________
John M.Payne,
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John M.
Payne and John W. LaValle, jointly and severally, as attorneys-in-fact, each
with the power of substitution, for him or her in any and all capacities, to
sign any amendment to this Registration Statement and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorneys-in-fact, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person hereby ratifying
and confirming all that said attorneys-in-fact or any of them, or their or his
or her substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John M. Payne
_________________________________ Chairman of the Board and Chief August 16, 2000
John M. Payne Executive Officer
(principal executive officer)
/s/ Loren E. Smith
___________________________________ President, Chief Operating August 16, 2000
Loren E. Smith Officer and Director
/s/ John W. LaValle
___________________________________ Executive Vice President and August 16, 2000
John W. LaValle Chief Financial Officer
(principal financial officer)
/s/ Candelario J. Andalon
___________________________________ Corporate Controller August 16, 2000
Candelario J. Andalon (principal accounting officer)
/s/ Mohan P. Ananda
___________________________________ Director August 16, 2000
Mohan P. Ananda
/s/ David C. Bohnett
___________________________________ Director August 16, 2000
David C. Bohnett
</TABLE>
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<PAGE>
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey J. Brown
___________________________________ Director August 16, 2000
Jeffrey J. Brown
/s/ Thomas H. Bruggere
___________________________________ Director August 16, 2000
Thomas H. Bruggere
/s/ Thomas N. Clancy
___________________________________ Director August 16, 2000
Thomas N. Clancy
/s/ John A. Duffy
___________________________________ Director August 16, 2000
John A. Duffy
/s/ G. Bradford Jones
___________________________________ Director August 16, 2000
G. Bradford Jones
/s/ Marvin Runyon
___________________________________ Director August 16, 2000
Marvin Runyon
/s/ Stephen M. Teglovic
___________________________________ Director August 16, 2000
Stephen M. Teglovic
/s/ Carolyn M. Ticknor
___________________________________ Director August 16, 2000
Carolyn M. Ticknor
</TABLE>
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