As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
E-STAMP CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 2051 Stierlin Court 76-0518568
(State of Incorporation) Mountain View, California 94043 (I.R.S. Employer Identification No.)
(Address, including zip code, of Registrant's principal executive offices)
Infinity Logistics Corporation 1998 Stock Option Plan
(Full title of the plan)
Robert H. Ewald
President and Chief Executive Officer
E-Stamp Corporation
2051 Stierlin Court
Mountain View, California 94043
(650) 919-7500
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Michelle L. Whipkey, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to to be Offering Price Per Aggregate Registration
be Registered Registered/(1)/ Share/(2)/ Offering Price/(2)/ Fee/(2)/
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value..................... 245,369 $0.82 $201,203 $53.12
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock
split, recapitalization or any other similar transaction effected without
the receipt of consideration which results in an increase in the number of
the Registrant's outstanding shares of Common Stock.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating
the registration fee. With respect to 245,369 shares subject to outstanding
options to purchase Common Stock under the Plan, the Proposed Maximum
Offering Price per share is equal to the weighted average exercise price of
$0.82 per share pursuant to Rule 457(h) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference into this Registration Statement
and into the Prospectuses relating to this Registration Statement pursuant to
Rule 428 the following documents and information previously filed with the
Securities and Exchange Commission (the "Commission"):
1. The Registrant's Annual Report on Form 10-K, filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (SEC File No. 000-
27417), on March 30, 2000.
2. The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000, filed with the Commission on
May 15, 2000.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which registers all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be part hereof from the date of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article IX of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware law.
Article VI of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the Registrant if such
person acted in good faith and in a manner reasonably believed to be in and not
opposed to the best interests of the Registrant, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his or her conduct was unlawful.
1
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to indemnification provided for in
the Registrant's Bylaws, and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number Document
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4.1* Specimen Common Stock Certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
("WSGR"), with respect to the legality of the securities being
registered.
10.1 Infinity Logistics Corporation 1998 Stock Option Plan
23.1 Consent of Ernst & Young, LLP, Independent Auditors
23.2 Consent of WSGR (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
______________________
* Previously filed as an exhibit to Registrant's Registration Statement on Form
S-1 (File No. 333-85359), declared effective on October 8, 1999, and
incorporated herein by reference.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act") each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a)
2
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
[ Remainder of Page Intentionally Left Blank ]
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on the 28th day
of July, 2000.
E-Stamp Corporation
By: /s/ Robert H. Ewald
-----------------------------------
Robert H. Ewald
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert H. Ewald and Edward F. Malysz and each of
them, acting individually, as his attorney-in-fact, with full power of
substitution, for him and in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8 (including post-effective
amendments) and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to the Registration Statement on Form S-8.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
- ---------------------------------- ------------------------------------------- -------------------------------------
/s/ Robert H. Ewald President, Chief Executive Officer and July 28, 2000
- ---------------------------------- Director (Principal Executive Officer)
Robert H. Ewald
Vice President, General Counsel and Chief
/s/ Edward F. Malysz Financial Officer (Principal Financial and July 28, 2000
- ---------------------------------- Accounting Officer)
Edward F. Malysz
Chairman of the Board July 28, 2000
/s/ Marcelo A. Gumucio
- ----------------------------------
Marcelo A. Gumucio
Director July 28, 2000
/s/ John V. Balen
- ----------------------------------
John V. Balen
Director July 28, 2000
/s/ Thomas L. Rosch
- ----------------------------------
Thomas L. Rosch
Director July 28, 2000
/s/ Peter Boit
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Peter Boit
Director July 28, 2000
/s/ Adam Wagner
- ----------------------------------
Adam Wagner
Director
- -------------------------------
Rebecca Saeger
Director July 28, 2000
/s/ Robert J. Cresci
- -------------------------------
Robert J. Cresci
Director
- -------------------------------
Jerry Gramaglia
INDEX TO EXHIBITS
Exhibit
Number Document
- --------- --------------------------------------------------------------------------------------
4.1* Specimen Common Stock Certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation ("WSGR"), with
respect to the legality of the securities being registered.
10.1 Infinity Logistics Corporation 1998 Stock Option Plan
23.1 Consent of Ernst & Young, LLP, Independent Auditors
23.2 Consent of WSGR (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
________________________
* Previously filed as an exhibit to Registrant's Registration Statement on
Form S-1 (File No. 333-85359), declared effective on October 8, 1999, and
incorporated herein by reference.