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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Stamps com Inc | NASDAQ:STMP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 329.61 | 326.00 | 329.60 | 0 | 01:00:00 |
Delaware
|
77-0454966
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer ☑
|
Accelerated filer ☐
|
|
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
|
|
|
Emerging growth company ☐
|
Title of Each Class of
Securities to be Registered
|
|
Amount to be
Registered (1)
|
|
Proposed
Maximum
Offering Price
Per
Share
|
|
Proposed Maximum
Aggregate Offering
Price
|
|
|
Amount of
Registration
Fee
|
|
||||||
Common Stock, par value $0.001 per share, reserved for issuance pursuant to the 2018 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (A)
|
|
401,328
|
|
$
|
72.195
|
(2)
|
$
|
28,973,875.96
|
(2)
|
|
$
|
3,511.63
|
||||
Common Stock, par value $0.001 per share, underlying outstanding options granted in connection with the 2018 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (A)
|
|
1,798,672
|
|
$
|
36.32
|
(3)
|
|
$
|
65,327,767.04
|
(3)
|
|
$
|
7,917.73
|
|||
Common Stock, par value $0.001 per share, reserved for issuance pursuant to the Stamps.com Inc. February 26, 2018 Equity Inducement Award
|
|
60,000
|
|
$
|
201.00
|
(4)
|
|
$
|
12,060,000.00
|
(4)
|
|
$
|
1,461.68
|
|||
Common Stock, par value $0.001 per share, reserved for issuance pursuant to outstanding options granted under the Stamps.com Inc. 2018 MetaPack Equity Inducement Plan
|
|
262,500
|
|
$
|
231.75
|
(5)
|
|
$
|
60,834,375.00
|
(5)
|
|
$
|
7,373.13
|
|||
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
20,264.16
|
|
(A) |
Does not include an aggregate of 6,800,000 shares of Common Stock reserved for issuance pursuant to awards granted under the Stamps.com Inc. 2010 Equity Incentive Plan and registered on Forms S-8 (File No.s 333-168360 and 333-216990)
filed with the Securities and Exchange Commission on July 28, 2010 and March 28, 2017 (see “Explanatory Note,” infra.).
|
|
(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of Common Stock of Stamps.com Inc. (the “Registrant”) that become issuable under the
Stamps.com Inc. 2010 Equity Incentive Plan (the “2010 EIP”), the Stamps.com Inc. 2018 MetaPack Equity Inducement Plan (the “2018 MP EIP”), and the Stamps.com Inc. February 26, 2018 Equity Inducement
Award (the “Feb.2018 EIA”) set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common
stock.
|
|
(2) |
Estimated solely for purposes of calculating the registration fee under Rule 457(c) and (h) of the Securities Act, based on a price of $72.195, which represents the average of the high and low prices of the Registrant’s Common Stock as
quoted on The Nasdaq Global Select Market on September 23, 2019.
|
|
(3) |
Calculated pursuant to Rule 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, based on a price of $36.32, which represents the weighted average exercise price per share of options granted under the
2018 Amendment to the 2010 EIP.
|
|
(4) |
Calculated pursuant to Rule 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, based on a price of $201.00, which represents the exercise price of the options granted pursuant to the Feb.2018 EIA.
|
|
(5) |
Calculated pursuant to Rule 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, based on a price of $231.75, which represents the exercise price of the options granted pursuant to the 2018 MP EIP.
|
Item 3. |
Incorporation of Documents by Reference.
|
Item 4. |
Description of Securities.
|
Item 5. |
Interests of Named Experts and Counsel.
|
Item 6.
|
Indemnification of Directors and Officers.
|
Item 7. |
Exemption from Registration Claimed.
|
Item 8. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to our Form 10-Q filed with the SEC on August 8, 2008 (File No. 000-26427)).
|
||
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii).1 to our Form 10-Q filed with the SEC on November 9, 2018 (File No. 000-26427)).
|
||
Specimen common stock certificate (incorporated herein by reference to Exhibit 4.2 to Amendment No. 4 to our Registration Statement on Form S-1, filed with the SEC on June 22, 1999 (File No. 333-77025)).
|
||
Opinion of Manatt, Phelps & Phillips, LLP
|
||
Consent of Ernst & Young LLP
|
||
Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
|
||
Power of Attorney (included on the signature page of this Registration Statement)
|
||
Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex D of our Definitive Proxy Statement on Form 14A filed with the SEC on April 30, 2018) (File No. 000-26427)).
|
||
2014 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex D of our Definitive Proxy Statement on Form 14A filed with the SEC on April 30, 2018) (File No. 000-26427)).
|
||
2016 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex D of our Definitive Proxy Statement on Form 14A filed with the SEC on April 30, 2018) (File No. 000-26427)).
|
||
2018 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex E of our Definitive Proxy Statement on Form 14A filed with the SEC on April 30, 2018) (File No. 000-26427)).
|
||
Form of Stock Option Agreement (incorporated by reference to Exhibit 4.4 to our Form S-8, filed with the SEC on July 28, 2010 (File No. 333-168360)).
|
||
Stamps.com Inc. 2018 MetaPack Equity Inducement Plan (incorporated by reference to Exhibit 10.38 to our Form 10-K, filed with the SEC on March 1, 2019 (File No. 000-26427)).
|
||
Form of Non-CSOP Award Agreement to Stamps.com Inc. 2018 MetaPack Equity Inducement Plan (incorporated by reference to Exhibit 10.39 to our Form 10-K, filed with the SEC on March 1, 2019 (File No. 000-26427)).
|
||
Form of CSOP Award Agreement to Stamps.com Inc. 2018 MetaPack Equity Inducement Plan (incorporated by reference to Exhibit 10.40 to our Form 10-K, filed with the SEC on March 1, 2019 (File No. 000-26427)).
|
||
Form of Stamps.com Inc. February 26, 2018 Equity Inducement Award (incorporated by reference to Exhibit 10.7 to our Form 10-K, filed with the SEC on March 1, 2019 (File No. 000-26427)).
|
ITEM 9. |
Undertakings.
|
STAMPS.COM INC.
|
|||
|
|
||
By:
|
/s/ Kenneth McBride
|
|
|
|
Kenneth McBride
|
||
|
Chief Executive Officer and Chairman of
the Board of Directors
|
Signature
|
Title
|
Date
|
||
/s/ Kenneth McBride
|
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
September 26, 2019
|
||
Kenneth McBride
|
||||
/s/ Jeffrey Carberry
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
September 26, 2019
|
||
Jeffrey Carberry
|
||||
/s/ Mohan P. Ananda
|
Director
|
September 26, 2019
|
||
Mohan P. Ananda
|
||||
/s/ David Habiger
|
Director
|
September 26, 2019
|
||
David Habiger
|
||||
/s/ G. Bradford Jones
|
Director
|
September 27, 2019
|
||
G. Bradford Jones
|
||||
/s/ Kate Ann May
|
Director
|
September 27, 2019
|
||
Kate Ann May
|
||||
/s/ Theodore R. Samuels
|
Director
|
September 26, 2019
|
||
Theodore R. Samuels
|
Exhibit Number
|
Description
|
|
Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to our Form 10-Q filed with the SEC on August 8, 2008 (File No. 000-26427)).
|
||
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3(ii).1 to our Form 10-Q filed with the SEC on November 9, 2018 (File No. 000-26427)).
|
||
Specimen common stock certificate (incorporated herein by reference to Exhibit 4.2 to Amendment No. 4 to our Registration Statement on Form S-1, filed with the SEC on June 22, 1999 (File No. 333-77025)).
|
||
Opinion of Manatt, Phelps & Phillips, LLP
|
||
Consent of Ernst & Young LLP
|
||
Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
|
||
24.1
|
Power of Attorney (included on the signature page of this Registration Statement)
|
|
Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex D of our Definitive Proxy Statement on Form 14A filed with the SEC on April 30, 2018) (File No. 000-26427)).
|
||
2014 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex D of our Definitive Proxy Statement on Form 14A filed with the SEC on April 30, 2018) (File No. 000-26427)).
|
||
2016 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex D of our Definitive Proxy Statement on Form 14A filed with the SEC on April 30, 2018) (File No. 000-26427)).
|
||
2018 Amendment to the Stamps.com Inc. 2010 Equity Incentive Plan (incorporated by reference to Annex E of our Definitive Proxy Statement on Form 14A filed with the SEC on April 30, 2018) (File No. 000-26427)).
|
||
Form of Stock Option Agreement (incorporated by reference to Exhibit 4.4 to our Form S-8, filed with the SEC on July 28, 2010 (File No. 333-168360)).
|
||
Stamps.com Inc. 2018 MetaPack Equity Inducement Plan (incorporated by reference to Exhibit 10.38 to our Form 10-K, filed with the SEC on March 1, 2019 (File No. 000-26427)).
|
||
Form of Non-CSOP Award Agreement to Stamps.com Inc. 2018 MetaPack Equity Inducement Plan (incorporated by reference to Exhibit 10.39 to our Form 10-K, filed with the SEC on March 1, 2019 (File No. 000-26427)).
|
||
Form of CSOP Award Agreement to Stamps.com Inc. 2018 MetaPack Equity Inducement Plan (incorporated by reference to Exhibit 10.40 to our Form 10-K, filed with the SEC on March 1, 2019 (File No. 000-26427)).
|
||
Form of Stamps.com Inc. February 26, 2018 Equity Inducement Award (incorporated by reference to Exhibit 10.7 to our Form 10-K, filed with the SEC on March 1, 2019 (File No. 000-26427)).
|
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