1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Check one:
Form 10-K Form 20-F Form 11-K X Form 10-Q Form N-SAR
- ---- ---- ---- ---- ----
For period ended: March 31, 2001
Transition report on Form 10-K
-----
Transition report on Form 20-F
-----
Transition report on Form 11-K
-----
Transition report on Form 10-Q
-----
Transition report on Form N-SAR
-----
For the Transition Period ended:
-------------------------
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
PART I--REGISTRANT INFORMATION
E-STAMP CORPORATION
(Full name of Registrant)
2051 Stierlin Court
Mountain View, California 94043
(Address of Principle Executive Office)
PART II--RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) the following should
be completed. (Check box if appropriate.) [ X ]
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
2
PART III--NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portions thereof, could not be filed within
the prescribed time period.
E-Stamp Corporation recently entered into a merger agreement with Learn2.com,
Inc. and filed a Registration Statement on Form S-4 related to this pending
transaction. E-Stamp also announced that it would phase out all of its current
operations prior to the effective date of the proposed merger. Because of this
recent announcement, E-Stamp's financial statements must be presented on a
discontinued operations basis. The adjustments, if any, and reclassifications
necessary to make this presentation could not be completed without unreasonable
effort in time to allow the filing of E-Stamp's Form 10-Q within the prescribed
time period.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Edward F. Malysz (650) 919-7814
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [ ] Yes [X] No If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
E-Stamp Corporation has caused this notification to be signed on its behalf by
the undersigned hereonto duly authorized.
Date: May 15, 2001 By: /s/ Edward F. Malysz
-----------------------------------
Edward F. Malysz
Vice President and Chief Financial
Officer