-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VMcRVl0WUxQIVxxIv3flZrgauzuvs96mGKATFQJG6yIoJcjncP814vdbeHYohJsa pKDWczjaqummJr1gccp7pg== 0000944209-00-000337.txt : 20000310 0000944209-00-000337.hdr.sgml : 20000310 ACCESSION NUMBER: 0000944209-00-000337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000307 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAMPS COM INC CENTRAL INDEX KEY: 0001082923 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 770454966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26427 FILM NUMBER: 564974 BUSINESS ADDRESS: STREET 1: 3420 OCEAN PARK BOULEVARD STREET 2: SUITE 1040 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3105817200 MAIL ADDRESS: STREET 1: 2900 31ST STREET SUITE 150 CITY: SANTA MONICA STATE: CA ZIP: 90405 8-K 1 FORM 8-K OMB APPROVAL ------------------------------ UNITED STATES OMB Number: 3235-0060 SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2000 Washington, D.C. 20549 Estimated average burden hours per response 5.00 ------------------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2000 ----------------------------- Stamps.com Inc. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-26427 77-0454966 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3420 Ocean Park Boulevard, Suite 1040, Santa Monica, California 90405 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 581-7200 -------------------------- - ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets. On March 7, 2000, we completed our acquisition of iShip.com, Inc., a privately-held company located in Bellevue, Washington. Under the terms of the merger agreement, a wholly owned subsidiary of Stamps.com was merged with and into iShip.com and iShip.com survives as a wholly owned subsidiary of Stamps.com. iShip.com provides Web-based technology that gives online buyers and sellers a complete, one-stop shipping and tracking solution. iShip.com's tools help merchants, consumers and large corporations prepare, send and manage e-commerce shipments, as well as provide better information about rates, services and tracking. Under the terms of the merger, we will issue up to eight million shares of our common stock, of which 800,000 will be placed in a one- year escrow, for all outstanding shares, options and warrants of iShip.com. The acquisition, which will be accounted for under the purchase method of accounting, was approved by the board of directors and stockholders. At a Special Stockholders Meeting held in Santa Monica, California on March 7, 2000, the stockholders of Stamps.com approved two proposals: (i) adoption of the merger agreement which provides for iShip.com becoming a wholly owned subsidiary of Stamps.com and (ii) a 2.5 million share increase in the number of shares of Stamps.com common stock covered by our 1999 Stock Incentive Plan. Each proposal was approved by the requisite vote of the stockholders. Attached as Exhibit 99.1 to this report is a press release issued on March 7, 2000 announcing the completion of the transaction. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. Please refer to pages F-18 through F-30 of Stamps.com's Registration Statement on Form S-4 (File No. 333-91377), as amended on February 14, 2000, which pages are hereby incorporated by reference. (b) Pro Forma Financial Information. Please refer to pages F-31 through F-36 of Stamps.com's Registration Statement on Form S-4 (File No. 333-91377), as amended on February 14, 2000, which pages are hereby incorporated by reference. (c) Exhibits. 99.1 Press Release issued by the Registrant on March 8, 2000 (Announcing Completion of iShip.com Acquisition). SIGNATURES* Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Stamps.com Inc. --------------------------------------- (Registrant) March 9, 2000 /s/John W. LaValle - ------------------------------------- --------------------------------------- Date John W. LaValle Chief Financial Officer EX-99.1 2 PRESS RELEASE ISSUED BY THE REGISTRANT ON 03/08/00 EXHIBIT 99.1 STAMPS.COM COMPLETES ACQUISITION OF iSHIP.COM SANTA MONICA, Calif. - March 8, 2000 - Stamps.com (Nasdaq: STMP), the leading provider of Internet mailing and shipping services, today announced that it has completed its acquisition of online shipping company iShip.com. Based in Bellevue, Wash., iShip.com allows customers to access multi-carrier shipping choices and convenience, with package pricing, shipping, and tracking right from the desktop. The company was founded in 1997 by the same management team that built United Parcel Service (UPS) Online Professional, the world's most powerful shipping and tracking software. The iShip.com service allows rate and delivery comparisons among multiple carriers, including U.S. Postal Service, UPS, FedEx and Airborne Express, and the ability to purchase and print labels online. On Mar. 7, 2000, iShip.com became a wholly-owned subsidiary of Stamps.com. Stamps.com will issue up to eight million shares of Stamps.com common stock -- 800,000 of which will be placed in a one-year escrow -- for all outstanding shares, options and warrants of iShip.com. The acquisition will be accounted for under the purchase method of accounting, and Stamps.com's financial reports for the first fiscal quarter of 2000 (ending Mar. 31) will include iShip.com. The company expects to record a one-time charge in the first quarter of 2000 related to the merger. The acquisition establishes Stamps.com as a single marketplace on the Web for shipping and mailing services and information, benefiting both customers and carriers and revolutionizing the way mailing and shipping services are offered. Anchored by Stamps.com's relationship with the U.S. Postal Service and iShip.com's relationship with UPS, Stamps.com is well positioned to take advantage of the rise in e-commerce shipments. About Stamps.com Founded in 1996, Santa Monica-based Stamps.com is the leading provider of Internet-based mailing and shipping services. Its highly secure Internet Postage service was approved by the US Postal Service in August of 1999 after an exhaustive two-year regulatory evaluation and field beta test. The company's innovative technology eliminates the need for specialized postage metering hardware by giving customers the flexibility to print postage over the Internet - - securely, accurately and fast. Through partnerships with major companies like America Online, Hewlett-Packard, IBM, Microsoft, Office Depot, Intuit and 3M, Stamps.com has tremendous reach into the small office/home office and consumer markets. More information about the company can be found at www.stamps.com. -------------- "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release may contain forward-looking statements that involve risks and uncertainties. Important factors, including risks associated with the acquisition and with integrating iShip.com into Stamps.com., could cause actual results to differ materially from those in the forward-looking statements and are detailed in filings with the Securities and Exchange Commission made from time to time by Stamps.com, including its Form 10-Q for the quarter ended September 30, 1999 and its registration statement on Form S-4, as amended, that was declared effective by the SEC on February 14, 2000. Stamps.com undertakes no obligation to release publicly any revisions to any forward looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Internet Postage, Stamps.com and the Stamps.com logo are trademarks of Stamps.com Inc. All other brands and names are property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----