<PAGE>
As filed with the Securities and Exchange Commission on August 1, 2000
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------
STAMPS.COM INC.
(Exact name of registrant as specified in its charter)
Delaware 77-045466
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
3420 Ocean Park Boulevard, Suite 1040
Santa Monica, California 90405
(Address of principal executive offices) (Zip Code)
------------------------
1999 STOCK INCENTIVE PLAN
(Full title of the Plan)
-----------------------
Mr. John M. Payne
Chief Executive Officer
Stamps.com Inc.
3420 Ocean Park Boulevard, Suite 1040
Santa Monica, California 90405
(Name and address of agent for service)
(310) 581-7200
(Telephone number, including area code, of agent for service)
------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Offering Price per Share(2) Aggregate Offering Price(2) Registration Fee
------------------------------------ ------------- --------------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
1999 Stock Incentive Plan
------------------------------
Common Stock, $0.001 par value 2,000,000 shares $4.94 $9,880,000.00 $2,608.32
Aggregate Registration Fee $2,608.32
====================================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the Registrant's 1999 Stock Incentive Plan
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of
consideration which results in an increase in the number of the outstanding
shares of Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of Registrant's Common Stock on July 28,
2000, as reported by the Nasdaq National Market.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
---------------------------------------
Stamps.com Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K405 for the fiscal
year ended December 31, 2000 filed with the Commission on March
30, 2000, as amended on Form 10-K405/A filed with the Commission
on April 28, 2000, pursuant to Section 13 of the Securities
Exchange Act of 1934 as amended (the "1934 Act").
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarter ended March 31, 2000 filed with the Commission on May 15,
2000;
(c) The Registrant's Current Reports on Form 8-K for the period ended
March 7, 2000 filed with the Commission on March 9, 2000 and
March 22, 2000, respectively; and
(d) The Corporation's Registration Statement on Form 8-A12G filed
with the Commission on June 17, 1999, pursuant to Section 12(g)
of the 1934 Act in which are described the terms, rights and
provisions applicable to the Corporation's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
--------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware law empowers a corporation to
indemnify its directors and officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and officers, but
this statutory provision does not eliminate or limit the liability of a
director:
. for any breach of the director's duty of loyalty to the
corporation or its stockholders;
. for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
II-1
<PAGE>
. for any liability arising under Section 174 of the Delaware
law; or
. for any transaction from which the director derived an
improper personal benefit.
The Delaware law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights to which
the directors and officers may be entitled under the corporation's bylaws, or by
reason of any agreement, a vote of stockholders or otherwise. The Registrant's
certificate of incorporation provides that the Registrant indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by reason of the fact that the
person is or was a director or officer, or is or was serving at the Registrant's
request as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses,
judgements, fines and amounts paid in settlement actually and reasonably
incurred by the person in the action, suit or proceeding.
The Registrant has entered into indemnification agreements with
its directors and executive officers containing provisions that may require the
Registrant, among other things, to indemnify its directors and officers against
liabilities that may arise by reason of their status or service as directors or
officers other than liabilities arising from willful misconduct of a culpable
nature, to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified, and to obtain directors' and
officers' liability insurance if maintained for other directors or officers.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
-------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-26427 on
Form 8-A12G, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Moss Adams LLP, Independent Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1999 Stock Incentive Plan.
Item 9. Undertakings
------------
A. 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 1933 Act, (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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
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 clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (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 Registrant's 1999
Stock Incentive Plan.
II-2
<PAGE>
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or
otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant 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, the Registrant will, unless in
the opinion of its counsel the matter 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 1933 Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Monica, State of California on
this 1st day of August, 2000.
STAMPS.COM, INC.
By: /s/ John M. Payne
-----------------------------
John M. Payne
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Stamps.com Inc., a
Delaware corporation, do hereby constitute and appoint John M. Payne, Chief
Executive Officer, President and Director and John W. LaValle, Chief Financial
Officer, Senior Vice President of Operations and Secretary and each of them, the
lawful attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorneys
and agents, and any one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules or regulations or requirements of the Securities and
Exchange Commission in connection with this Registration Statement. Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned officers
and directors in the capacities indicated below to this Registration Statement,
to any and all amendments, both pre-effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements thereof, and each of the undersigned hereby ratifies
and confirms that all said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Executive Officer August 1, 2000
------------------------- (Principal Executive Officer)
John M. Payne
/s/ Loren E. Smith President, Chief Operating Officer and Director August 1, 2000
-------------------------
Loren E. Smith
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John W. LaValle Chief Financial Officer and August 1, 2000
____________________________ Executive Vice President
John W. LaValle (Principal Financial Officer)
/s/ Candelario J. Andalon Controller (Principal Accounting Officer) August 1, 2000
____________________________
Candelario J. Andalon
/s/ Mohan P. Ananda Director August 1, 2000
____________________________
Mohan P. Ananda
Director
____________________________
David C. Bohnett
/s/ Jeffrey J. Brown Director August 1, 2000
____________________________
Jeffrey J. Brown
/s/ Thomas H. Bruggere Director August 1, 2000
____________________________
Thomas H. Bruggere
/s/ Thomas N. Clancy Director August 1, 2000
____________________________
Thomas N. Clancy
/s/ G. Bradford Jones Director August 1, 2000
____________________________
G. Bradford Jones
/s/ Marvin Runyon Director August 1, 2000
____________________________
Marvin Runyon
/s/ John A. Duffy Director August 1, 2000
____________________________
John A. Duffy
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen M. Teglovic Director August 1, 2000
____________________________
Stephen M. Teglovic
/s/ Carolyn M. Ticknor Director August 1, 2000
____________________________
Carolyn M. Ticknor
</TABLE>
II-6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
STAMPS.COM INC.
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
4 Instruments Defining the Rights of Stockholders. Reference is
made to Registrant's Registration Statement No. 000-26427 on
Form 8-A12G, together with any exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d) to this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Moss Adams LLP, Independent Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 1999 Stock Incentive Plan.
