<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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E-STAMP CORPORATION
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
Delaware 5961 76-0518568
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
</TABLE>
2855 Campus Drive, Suite 100
San Mateo, California 94403
(650) 554-8454
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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ROBERT H. EWALD
President and Chief Executive Officer
2855 Campus Drive, Suite 100
San Mateo, California 94403
(650) 554-8454
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
<TABLE>
<S> <C>
DAVID J. SEGRE MICHAEL J. HALLORAN
MICHELLE L. WHIPKEY JAMES P. CLOUGH
MARK D. BEARIAULT PATRICK J. DEVINE
Wilson Sonsini Goodrich & Rosati JAMES J. MASETTI
Professional Corporation Pillsbury Madison & Sutro LLP
650 Page Mill Road 2550 Hanover Street
Palo Alto, California 94304 Palo Alto, California 94304
(650) 493-9300 (650) 233-4500
</TABLE>
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] 333-85359
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum
Title of Each Class of Aggregate Offering Amount of
Securities to be Registered Price(1) Registration Fee
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<S> <C> <C>
Common Stock, $0.001 par value........ $17,250,000 $4,796
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(1) The Registrant previously registered an aggregate of $119,600,000 worth of
common stock on a registration statement on Form S-1 (File No. 333-85359)
for which a filing fee of $33,249 was paid.
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<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
E-Stamp Corporation is filing this registration statement with the
Securities and Exchange Commission, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. This registration statement incorporates by
reference the contents of the registration statement on Form S-1 (Registration
No. 333-85359) which was declared effective by the Securities and Exchange
Commission on October 8, 1999, and is being filed for the sole purpose of
registering additional securities of the same class as were included in that
registration statement.
CERTIFICATION
E-Stamp hereby certifies to the Securities and Exchange Commission that (1)
we have instructed our bank to pay the filing fee set forth on the cover page
of this registration statement by a wire transfer of such amount to the SEC's
account at Mellon Bank as soon as practicable, but not later than the close of
business on October 11, 1999, (2) we will not revoke those instructions; (3) we
have sufficient funds in our account to cover the amount of the filing fee; and
(4) we will confirm receipt of our instructions by our bank during our bank's
regular business hours no later than October 11, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Mateo,
State of California, on the 8th day of October, 1999.
E-STAMP CORPORATION
/s/ Robert H. Ewald
By: _________________________________
Robert H. Ewald
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Robert H. Ewald President, Chief Executive October 8, 1999
____________________________________ Officer and Director
Robert H. Ewald (Principal Executive
Officer)
/s/ Anthony H. Lewis, Jr. Vice President and Chief October 8, 1999
____________________________________ Financial Officer
Anthony H. Lewis, Jr. (Principal Financial and
Accounting Officer)
* Chairman of the Board October 8, 1999
____________________________________
Marcelo A. Gumucio
* Director October 8, 1999
____________________________________
John V. Balen
* Director October 8, 1999
____________________________________
Thomas L. Rosch
* Director October 8, 1999
____________________________________
Gregory S. Stanger
* Director October 8, 1999
____________________________________
Adam Wagner
____________________________________ Director October 8, 1999
Rebecca Saeger
</TABLE>
/s/ Robert H. Ewald
*By: __________________________
Robert H. Ewald Attorney-in-
Fact
II-1
<PAGE>
EXHIBIT INDEX
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<CAPTION>
Exhibit
Number
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<C> <S>
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(see Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Howrey & Simon.
24.1* Power of attorney.
</TABLE>
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* Incorporated by reference to the Registrant's registration statement on Form
S-1 (File No. 333-85359).
<PAGE>
Exhibit 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI APPEARS HERE]
October 8, 1999
[LOGO OF WSGR APPEARS HERE]
E-Stamp Corporation
2855 Campus Drive, Suite 100
San Mateo, California 94403
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by E-Stamp Corporation (the "Company") of a
Registration Statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), covering an underwritten
public offering of up to 8,050,000 shares of Common Stock (the "Common Stock").
In connection with this opinion, we have (i) examined and relied upon the
Registration Statement and related Prospectus, the Company's Amended and
Restated Certificate of Incorporation and Bylaws, and the originals or copies
certified to our satisfaction of such records, documents, certificates,
memoranda and other instruments as in our judgment are necessary or appropriate
to enable us to render the opinion expressed below, (ii) assumed that the
Amended and Restated Certificate of Incorporation as set forth in Exhibit 3.3 to
the Registration Statement, will have been duly approved and filed with the
office of the Delaware Secretary of State and (iii) assumed that the shares of
Common Stock will be sold by the Underwriters at a price established by the
Pricing Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Common Stock, when sold and issued in accordance with the
Registration Statement and related Prospectus, will be duly and validly issued,
fully paid and nonassessable and that the issuance of the Common Stock will be
duly authorized by all necessary corporate action.
We consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and any amendment
thereto and to the filing of this opinion as an exhibit to the Registration
Statement and any amendment thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/oac
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-1) of E-Stamp Corporation for the registration of shares of its common
stock and to the reference to our firm under the caption "Experts" and
"Selected Financial Data" included in the Registration Statement (Form S-1,
No. 333-85359), of our report dated February 19, 1999, except for the "Stock
Subject to Rescission" paragraphs of Note 4 and for Note 10 as to which the
date is October 6, 1999, with respect to the financial statements of E-Stamp
Corporation as of December 31, 1997 and 1998 and for each of the three years in
the period ended December 31, 1998, included in the Registration Statement
(Form S-1, No. 333-85359), as amended, and the related Prospectus of E-Stamp
Corporation filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
October 6, 1999
<PAGE>
Exhibit 23.3
CONSENT OF SPECIAL PATENT COUNSEL
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of the reference to our firm under the caption "Experts"
in the Registration Statement on Form S-1(File No. 333-85359) and related
Prospectus of E-Stamp Corporation for the registration of shares of its Common
Stock.
Howrey & Simon
/s/ Stephen J. Rosenmann
By:__________________________________
Stephen J. Rosenman
Partner
October 8, 1999
