<PAGE>
As filed with the Securities and Exchange Commission on March 7, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
E-STAMP CORPORATION.
(Exact name of Registrant as specified in its charter)
Delaware 76-0518568
(State of Incorporation) (I.R.S. Employer Identification Number)
850 Saginaw Drive, 2nd Floor
Redwood City, California 94063
(Address, including zip code, of Registrant's principal executive offices)
1999 EMPLOYEE STOCK PURCHASE PLAN
1999 STOCK PLAN
(Full title of the plans)
Robert H. Ewald
President and Chief Executive Officer
E-STAMP CORPORATION
850 Saginaw Drive, 2nd Floor
Redwood City, California 94063
(650) 474-5800
(Name, address, and telephone number, including area code, of agent for service)
COPY TO:
David J. Segre, Esq.
Michelle L. Whipkey, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1)(2) Per Share(3) Price(3) Registration Fee(3)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value........ 1,523,104 $8.4063 $12,803,669.15 $3,380.17
==========================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plans being registered
pursuant to this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of Common Stock.
(2) Includes 350,000 shares of common stock issuable under the 1999 Employee
Stock Purchase Plan and 1,173,104 shares of common stock issuable under the
1999 Stock Plan.
(3) The Proposed Maximum Aggregate Offering Price Per Share was determined
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, to be
equal to the average between the ask and bid price reported in the Nasdaq
National Market on March 2, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
- ----------------
This Registration Statement on Form S-8 is being filed for the purpose of
registering (i) an additional 1,173,104 shares of the Registrant's Common Stock
to be issued pursuant to the Registrants' 1999 Stock Plan and (ii) an
additional 350,000 shares of the Registrant's Common Stock to be issued pursuant
to the Registrant's 1999 Employee Stock Purchase Plan (together, the "Plans").
The Registration Statement on Form S-8 previously filed with the Securities and
Exchange Commission relating to the Plans (Commission File No. 333-89053) is
incorporated herein by reference.
Item 3. Information Incorporated by Reference.
-------------------------------------
The Registration Statement on Form S-8 previously filed with the Securities
and Exchange Commission relating to the Plans (Commission File No. 333-89053) is
incorporated herein by reference. There are also hereby incorporated by
reference into this Registration Statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission") by the Registrant:
1. The Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, relating to the Registrant's
Registration Statement on Form S-1, as amended (SEC File No. 333-
85359), on October 12, 1999.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 as filed pursuant to Section 13(a) of the Exchange
Act on November 22, 1999.
3. The description of the Registrant's Common Stock to be offered hereby
which is contained in the Registrant's Registration Statement on
Form 8-A as filed pursuant to Section 12 (g) of the Securities Exchange
Act of 1934 on September 22, 1999.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
II-1
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Item 8. Exhibits.
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Number Document
- ------ --------------------------------------------------------------
4.1* Specimen Common Stock Certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
with respect to the legality of the securities being registered.
10.1** Registrant's 1999 Stock Plan
10.2** Registrant's 1999 Employee Stock Purchase Plan
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (See page II-4)
* Previously filed as an exhibit to Registrant's Registration Statement on Form
S-1 (File No. 333-85359), declared effective on October 8, 1999, and
incorporated herein by reference.
** Previously filed as exhibits to Registrant's Registration Statement on Form
S-8 (File No. 333-89053), declared effective on October 14, 1999 and
incorporated herein by reference.
[Remainder of Page Intentionally Left Blank]
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
E-Stamp Corporation, 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 Redwood City, State of California, on March 7,
2000.
E-STAMP CORPORATION
By: /s/ Robert H. Ewald
------------------------------------
Robert H. Ewald, President and
Chief Executive Officer
II-3
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert H. Ewald and Edward Malysz and
each of them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement on this Form S-8 (including post-
effective amendments or any abbreviated registrations statement and any
amendments thereto filed pursuant to Rule 462(b) increasing the number of
securities for which registration is sought) and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Robert H. Ewald President, Chief Executive Officer March 7, 2000
- -------------------------------------- (Principal Executive Officer) and
Robert H. Ewald Director
/s/ Anthony H. Lewis Vice President and Chief Financial March 7, 2000
- -------------------------------------- Officer (Principal Accounting Officer)
Anthony H. Lewis
Chairman of the Board of Directors March 7, 2000
- --------------------------------------
Marcelo A. Gumucio
/s/ John V. Balen Director March 7, 2000
- --------------------------------------
John V. Balen
/s/ Thomas L. Rosch Director March 7, 2000
- --------------------------------------
Thomas L. Rosch
/s/ Rebecca Saeger Director March 7, 2000
- --------------------------------------
Rebecca Saeger
/s/ Adam Wagner Director March 7, 2000
- --------------------------------------
Adam Wagner
Director March 7, 2000
- ----------------------------------
Robert J. Cresci
/s/ Jerry Gramaglia Director March 7, 2000
- ----------------------------------
Jerry Gramaglia
Director March 7, 2000
- ----------------------------------
Michael Leitner
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
- ------- -----------------------------------------------------------
4.1* Specimen Common Stock Certificate.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
10.1** 1999 Stock Plan
10.2** 1999 Employee Stock Purchase Plan
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (See page II-4).
* Previously filed as an exhibit to Registrant's Registration Statement on Form
S-1 (File No. 333-85359), declared effective on October 8, 1999, and
incorporated herein by reference.
** Previously filed as exhibits to Registrant's Registration Statement on Form
S-8 (File No. 333-89053), declared effective on October 14, 1999 and
incorporated herein by reference.
II-5
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Exhibit 5.1
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March 7, 2000
E-Stamp Corporation
850 Saginaw Drive, 2nd Floor
Redwood City, California 94063
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission on or
about March 7, 2000 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 1,523,104 shares of your Common Stock reserved for issuance under your
1999 Employee Stock Purchase Plan and 1999 Stock Plan (the "Plans"). As your
legal counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Common Stock under the Plans.
It is our opinion that, when issued and sold in the manner referred to in
the Plans and pursuant to the agreements which accompany the Plans, the Common
Stock issued and sold thereby will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectuses constituting a part thereof,
and any amendments thereto. This opinion may be incorporated by reference in
any abbreviated registration statement filed pursuant to Item E under the
general instructions to Form S-8 under the Securities Act of 1933 with respect
to the Registration Statement.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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Exhibit 23.2
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) of E-Stamp Corporation for the registration of shares of its common
stock pursuant to its 1999 Employee Stock Purchase Plan and 1999 Stock Plan, 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
February 29, 2000
