UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2014
Stamps.com Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-26427 | 77-0454966 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1990 E. Grand Avenue, El Segundo, CA | 90245 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant's telephone number, including area code: | (310) 482-5800 |
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
On June 16, 2014, Stamps.com Inc. ("SDC") filed a Current Report on Form 8-K (the “Initial Filing”) to report that on June 10, 2014, SDC completed the acquisition of Auctane LLC ("Auctane"). This Amendment No. 1 on Form 8-K/A is being filed to provide the financial statements described under Item 9.01 below.
The information previously reported in the Initial Filing is incorporated by reference into this Amendment No. 1. The other terms and exhibits to the Initial Filing further remain unchanged and are not amended hereby.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired |
The following audited financial statements of Auctane are attached hereto as Exhibit 99.1 and incorporated herein by reference:
| ● | Audited financial statements as of and for the year ended December 31, 2013. |
The following unaudited financial statements of Auctane are attached hereto as Exhibit 99.2 and incorporated herein by reference:
| ● | Unaudited financial statements as of and for the three months ended March 31, 2014. |
| (b) | Pro forma financial information |
The following unaudited pro forma condensed combined financial statements of SDC are attached hereto as Exhibit 99.3 and incorporated herein by reference:
| ● | Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2014 and the year ended December 31, 2013. |
| (d) | Exhibits |
| Exhibit No. | Description |
| 23.1 | Consent of Independent Auditors – PMB Helin Donovan, LLP |
| 99.1 | Audited financial statements of Auctane LLC as of December 31, 2013 and for the year ended December 31, 2013. |
| 99.2 | Unaudited financial statements of Auctane LLC as of March 31, 2014 and for the three months ended March 31, 2014. |
| 99.3 | Stamps.com Inc. unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2014 and the year ended December 31, 2013. |
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) | ||||
| August 26, 2014 | /s/ Kenneth McBride | |||
| Date | (Signature) | |||
| Kenneth McBride, | ||||
| Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
| Consent of Independent Auditors– PMB Helin Donovan, LLP | |
| Audited financial statements of Auctane LLC as of December 31, 2013 and for the year ended December 31, 2013. | |
| Unaudited financial statements of Auctane LLC at March 31, 2014 and for the three months ended March 31, 2014. | |