-----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, B9giIESy+Jqa79eam0UCZc+sKIzxxMaDx1cLB2t49w/+3d2j1Y9HwgO5P4DtBnij Zrc8O7LlR4fTmZQyvFdF3g== /in/edgar/work/0001017062-00-002151/0001017062-00-002151.txt : 20001016 0001017062-00-002151.hdr.sgml : 20001016 ACCESSION NUMBER: 0001017062-00-002151 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001009 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STAMPS COM INC CENTRAL INDEX KEY: 0001082923 STANDARD INDUSTRIAL CLASSIFICATION: [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: 739793 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 0001.txt CURRENT REPORT DATED 10/09/2000 ------------------------ OMB APPROVAL ------------------------ OMB Number: 3235-0060 Expires: May 31, 2000 Estimated average burden hours per response..5.00 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) October 9, 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 5. Other Events. On October 12, 2000, Stamps.com announced that John M. Payne had resigned his position as Chairman of the Board of Directors and Chief Executive Officer of Stamps.com. Mr. Payne will remain a member of the Board of Directors and will serve as a special advisor to the Board on strategic matters. On October 9, 2000, Stamps.com announced that Loren Smith, who served as president and chief operating officer, has returned to his primary role as a director on the Stamps.com Board of Directors. Additionally, it was announced that Chief Financial Officer John LaValle and Comptroller Candelario Andalon are leaving the company to pursue other endeavors. The Board of Directors charged its Executive Committee with the search for an interim Chief Executive Officer and the exploration of strategic alternatives for the Company and elected current director Marvin Runyon to serve as Chairman of the Board as Mr. Payne's replacement. The Executive Committee now consists of Jeffrey J. Brown, G. Bradford Jones, Mohan P. Ananda and Thomas N. Clancy. Operations management will be provided by the company's established senior executive team, led by Executive Vice President Stephen M. Teglovic, Senior Vice President and General Manager Douglas J. Walner and Senior Vice President and General Manager David N. Duckwitz. In addition, the Board of Directors appointed Kenneth McBride to the position of acting Chief Financial Officer. Mr. McBride had served as the Senior Director of Finance of Stamps.com since April 1, 1999. Finally, Stamps.com announced that Thomas H. Bruggere resigned his position as a director of Stamps.com effective September 29, 2000. Mr. Runyon will replace Mr. Bruggere on the Board's Compensation Committee, joining Messrs. Brown and Jones. Attached as Exhibit 99.1 and Exhibit 99.2 to this report are press releases issued on October 9, 2000 and October 12, 2000. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release issued by the Registrant on October 9, 2000. 99.2 Press Release issued by the Registrant on October 12, 2000. 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) October 13, 2000 /s/ Michael A. Zuercher - ---------------------------------- ---------------------------------- Date (Signature) Michael A. Zuercher, Secretary EX-99.1 2 0002.txt PRESS RELEASE DATED 10/09/2000 Exhibit 99.1 STAMPS.COM ANNOUNCES EXECUTIVE CHANGES SANTA MONICA, Calif. - Monday, October 9, 2000 - Stamps.com(TM) (Nasdaq: STMP), the leading provider of Internet mailing and shipping services, today announced that Loren Smith, who served as president and chief operating officer during a critical period of growth for the company, has returned to his primary role as a director on the Stamps.com Board of Directors. "When Loren agreed to take on the role of president and chief operating officer last October, Stamps.com was entering a crucial time of expansion and reorganization," said Stamps.com Chairman and CEO John Payne. "We are grateful for his contributions that have helped grow Stamps.com into the clear leader in its space, and we are pleased he will continue in his original role as a member of our Board." Additionally, it was announced that Chief Financial Officer John LaValle and Comptroller Candelario Andalon are leaving the company to pursue other endeavors. "As one of the first employees at Stamps.com, John LaValle contributed to the growth of our company," said Payne. "As chief financial officer, he played a role in the execution of transactions in 1999 that raised significant capital for the company and resulted in our acquisition of iShip.com. We wish him well with his future endeavors." Stamps.com is solidly committed to building on its current success in the online mailing and shipping industry and delivering long-term customer value. "We are well prepared to execute on our plans and strategies," said Payne. "We have a very strong and experienced leadership team of industry and technology veterans. People often seek assurances about the soundness of a company's financial and accounting procedures when key financial executives leave. There are no such issues in this situation. We remain very well positioned to continue the drive towards achieving our business objectives." About Stamps.com Stamps.com(TM) provides the easiest, smartest way to mail or ship letters, packages or parcels anywhere, anytime. Stamps.com operates three business units focused on providing valuable e-services allowing small businesses, large corporations and e-commerce companies to control costs and efficiently manage their mailing, shipping and returns operations. Its business is anchored in key relationships with the U.S. Postal Service and UnitedParcel Service (UPS) and other carriers, including FedEx, Airborne Express, DHL and Yellow Freight. Stamps.com's subsidiary, EncrypTix Inc., leverages its highly secure, patented technologies enabling companies to provide value-bearing documents like tickets, coupons and certificates over the Internet to consumers. Stamps.com International will extend the company's reach into markets outside the U.S. Visit www.stamps.com for more information. -------------- "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, which could cause actual results to differ materially from those in the forward-looking statements, are detailed in filings with the Securities and Exchange Commission made from time to time by Stamps.com, including its annual report on Form 10-K/A for the fiscal year ended June 30, 2000 and its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 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. Stamps.com, iShip, iReturn and the Stamps.com, iShip and iReturn logos are trademarks of Stamps.com Inc. All other brands and names are property of their respective owners. EX-99.2 3 0003.txt PRESS RELEASE DATED 10/12/2000 Exhibit 99.2 CHAIRMAN AND CEO OF STAMPS.COM RESIGNS Former U.S. Postmaster General Marvin Runyon Appointed Chairman SANTA MONICA, Calif. - Thursday, October 12, 2000 - Stamps.com(TM) (Nasdaq: STMP), the leading provider of internet mailing and shipping services, today announced that John Payne, who served as the company's chairman and chief executive officer, has stepped down. Former U.S. Postmaster General Marvin Runyon will act as chairman until a permanent replacement is found. Payne served at the company since May 1998. "Stamps.com is well-positioned to continue its leadership role in the mailing and shipping market," said Runyon. "We are confident of the viability of our long-term business model and are extremely focused on achieving our goals serving small, large and e-commerce companies. Our sound financial standing of $300 million of cash-on-hand provides us the resources to accomplish our business objectives and remain the category leader." The Board of Director's Executive Committee - which is now comprised of Jeff Brown of Forrest Binkley & Brown; Brad Jones of Redpoint Ventures and Brentwood Venture Capital; Mohan Ananda, a co-founder of Stamps.com; and Tom Clancy of Enterprise Partners Venture Capital - will continue to oversee strategic matters for the company. Operations management will be provided by the company's established senior executive team, led by Executive Vice President Steve Teglovic, Senior Vice President and General Manager Doug Walner and Senior Vice President and General Manager David Duckwitz. Vice President of Finance Ken McBride will assume the role of acting chief financial officer. The Executive Committee of the Board of Directors will immediately engage in a search for a new chief executive officer and chief financial officer, as well as explore other strategic alternatives for the company. "John Payne has been an integral part of helping Stamps.com establish its leadership position in Internet mailing and shipping. We have a 70 percent share of the customers using Internet Postage, and strong initiatives in enterprise and e-commerce areas," Runyon said. John Payne will remain on the Stamps.com Board and as a special advisor to the Board of Directors. Finally, the company also announced that Tom Bruggere has stepped down from his position as a director of the company. About Stamps.com Stamps.com(TM) provides the easiest, smartest way to mail or ship letters, packages or parcels anywhere, anytime. Stamps.com operates three business units focused on providing valuable e-services allowing small businesses, large corporations and e-commerce companies to control costs and efficiently manage their mailing, shipping and returns operations. Its business is anchored in key relationships with the U.S. Postal Service and United Parcel Service (UPS) and other carriers, including FedEx, Airborne Express, DHL and Yellow Freight. Stamps.com's subsidiary, EncrypTix, Inc., leverages its highly secure, patented technologies enabling companies to provide value-bearing documents like tickets, coupons and certificates over the Internet to consumers. Stamps.com International will extend the company's reach into markets outside the U.S. Visit www.stamps.com for more information. -------------- "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, which could cause actual results to differ materially from those in the forward-looking statements, are detailed in filings with the Securities and Exchange Commission made from time to time by Stamps.com, including its annual report on Form 10-K/A for the fiscal year ended December 31, 1999, its quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2000, and its Current Reports on Form 8-K. 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. Stamps.com, iShip, iReturn and the Stamps.com, iShip and iReturn logos are trademarks of Stamps.com Inc. All other brands and names are property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----