As filed with the Securities and Exchange Commission on October 14, 1999
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 76-0518568
(State of Incorporation) (I.R.S. Employer Identification Number)
2855 Campus Drive, Suite 100
San Mateo, California 94403
(Address, including zip code, of Registrant's principal executive offices)
1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1996 STOCK OPTION AND RESTRICTED STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
1999 DIRECTOR OPTION PLAN
1999 STOCK PLAN
(Full title of the plans)
Robert H. Ewald
President and Chief Executive Officer
E-STAMP CORPORATION
2855 Campus Drive, Suite 100
San Mateo, California 94403
(650) 554-8454
(Name, address, and telephone number, including area code, of agent for service)
COPY TO:
David J. Segre, Esq.
Michelle L. Whipkey, Esq.
Mark D. Beariault, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1)(2) Per Share(3) Offering Price(3) Fee(3)
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Common Stock, $0.001 par
value........................ 4,069,902 $ 16.58 $ 67,478,975 $ 18,760
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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) Includes 19,063 shares of common stock issuable under the 1996 Non-Employee
Director Stock Option Plan, 1,045,761 shares of common stock issuable
under the 1996 Stock Option and Restricted Stock Plan, 500,000 shares of
common stock issuable under the 1999 Employee Stock Purchase Plan, 300,000
shares of common stock issuable under the 1999 Director Option Plan and
2,205,078 shares of common stock issuable under the 1999 Stock Plan.
(3) The Proposed Maximum Aggregate Offering Price Per Share represents a
weighted average of the following estimates calculated in accordance with
Rule 457(h) under the Securities Act of 1933, as amended (the "Securities
Act"). With respect to the 1,520,967 shares subject to outstanding
options to purchase common stock under the plans described above
(collectively, the "Plans"), the Proposed Maximum Aggregate Offering Price
Per Share is equal to the weighted average exercise price of $2.74 per
share pursuant to Rule 457(h) under the Securities Act. With respect to the
2,548,935 shares of common stock available for future issuance under the
Plans for which the price at which options to be granted in the future is
not currently determined, the estimated Proposed Maximum Offering Price Per
Share was determined pursuant to Rule 457(c) under the Securities Act to be
equal to the average between the ask and bid price reported in the Nasdaq
National Market on October 11, 1999, which average was $24.84.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
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There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:
1. The Registrant's prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, relating to the Registant's
Registration Statement on Form S-1, as amended (SEC File No. 333-
85359), on October 12, 1999.
2. The description of the Registrant's Common Stock to be offered hereby
which is contained in the Registrant's Registration Statement on Form
8-A as filed pursuant to Section 12 (g) of the Securities Exchange Act
of 1934 on September 22, 1999.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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 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 interest 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.
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.
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Number Document
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4.1* Specimen Common Stock Certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities
being registered.
10.1 Registrant's 1999 Stock Plan
10.2 Registrant's 1999 Employee Stock Purchase Plan
10.3 Registrant's 1999 Director Option Plan
10.4* Registrant's 1996 Stock Option and Restricted Stock Plan
10.5* Registrant's 1996 Non-Employee Director Stock Option Plan
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (See page II-5)
* 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.
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(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, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities
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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) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 of 1933 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 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]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
E-Stamp Corporation, 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 San Mateo, State of California, on October 14,
1999.
E-STAMP CORPORATION
By: /s/ Robert H. Ewald
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Robert H. Ewald, President and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert H. Ewald and Edward 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 this Form S-8 (including post-
effective amendments or any abbreviated registrations statement and any
amendments thereto filed pursuant to Rule 462(b) increasing the number of
securities for which registration is sought) 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 all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement 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 October 14, 1999
- --------------------------------- (Principal Executive Officer) and
Robert H. Ewald Director
/s/ Anthony H. Lewis, Jr. Vice President and Chief Financial October 14, 1999
- --------------------------------- Officer (Principal Accounting Officer)
Anthony H. Lewis, Jr.
/s/ Marcelo A. Gumucio Chairman of the Board of Directors October 14, 1999
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Marcelo A. Gumucio
/s/ John V. Balen Director October 14, 1999
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John V. Balen
/s/ Thomas L. Rosch Director October 14, 1999
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Thomas L. Rosch
Director
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Gregory S. Stanger
Director
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Rebecca Saeger
/s/ Adam Wagner Director October 14, 1999
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Adam Wagner
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INDEX TO EXHIBITS
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Exhibit
Number Description
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*4.1 Specimen Common Stock Certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, with respect to the legality of the securities being
registered.
10.1 1999 Stock Plan
10.2 1999 Employee Stock Purchase Plan
10.3 1999 Director Option Plan
10.4* 1996 Stock Option and Restricted Stock Plan
10.5* 1996 Non-Employee Director Stock Option Plan
23.1 Consent of Counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (See page II-5).
* 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.