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As filed with the Securities and Exchange Commission on September 25, 2001
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)
2051 STIERLIN COURT
MOUNTAIN VIEW, CALIFORNIA 94043
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1999 STOCK 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:
Tony Jeffries, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
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Common Stock, $0.001 par value.... 7,000,000 $0.08 $560,000 $140
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plans 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) The Proposed Maximum Aggregate Offering Price Per Share was determined
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
on the price reported in the OTC Bulletin Board on September 21, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 7,000,000 shares of the Registrant's Common Stock to
be issued pursuant to the Registrant's 1999 Stock Plan (the "Plan").
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The Registration Statement on Form S-8 previously filed with the
Securities and Exchange Commission relating to the Plan (Commission File No.
333-89053) is incorporated herein by reference. There are also 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 Annual Report on Form 10-K for the year ended
December 31, 2000 as filed on March 29, 2001.
2. The Registrant's Amended Annual Report on Form 10-K/A for the year
ended December 31, 2000 as filed on April 30, 2001.
3. The Registrant's Amended Annual Report on Form 10-K/A for the year
ended December 31, 2000 as filed on August 10, 2001.
4. The Registrant's Current Report on Form 8-K as filed on May 2, 2001.
5. The Registrant's Current Report on Form 8-K as filed on May 9, 2001.
6. The Registrant's Current Report on Form 8-K as filed on May 14, 2001.
7. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001 as filed on May 21, 2001.
8. The Registrant's Amended Quarterly Report on Form 10-Q/A for the
quarter ended March 31, 2001 as filed on May 25, 2001.
9. The Registrant's Preliminary Proxy Statement on Schedule 14A as filed
on May 31, 2001.
10. The Registrant's Current Report on Form 8-K as filed on August 3,
2001.
11. The Registrant's Amended Preliminary Proxy Statement on Schedule 14A
as filed on August 6, 2001.
12. The Registrant's Definitive Proxy Statement on Schedule 14A as filed
on August 10, 2001.
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13. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001 as filed on August 14, 2001.
14. 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 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.
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ITEM 8. EXHIBITS.
NUMBER DOCUMENT
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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.
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 exhibits to Registrant's Registration Statement on Form
S-8 (File No. 333-89053), declared effective on October 14, 1999 and
incorporated herein by reference.
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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 Mountain View, State of California, on September
24, 2001.
E-STAMP CORPORATION
By: /s/ Edward F. Malysz
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Edward F. Malysz
Vice President and Acting Chief Financial
Officer, General Counsel and Secretary
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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 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 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 September 24, 2001
---------------------------------------- (Principal Executive Officer) and
Robert H. Ewald Director
/s/ Edward F. Malysz Vice President and Acting Chief September 24, 2001
---------------------------------------- Financial Officer (Principal Financial
Edward F. Malysz and Accounting Officer), General Counsel
and Secretary
/s/ Marcelo A. Gumucio Chairman of the Board of Directors September 24, 2001
----------------------------------------
Marcelo A. Gumucio
/s/ John V. Balen Director September 24, 2001
----------------------------------------
John V. Balen
/s/ Thomas L. Rosch Director September 24, 2001
----------------------------------------
Thomas L. Rosch
Director
----------------------------------------
Peter Boit
/s/ Rebecca Saeger Director September 24, 2001
----------------------------------------
Rebecca Saeger
Director
----------------------------------------
Adam Wagner
Director
----------------------------------------
Robert J. Cresci
</Table>
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NUMBER DOCUMENT
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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.
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).
</Table>
* Previously filed as exhibits to Registrant's Registration Statement on Form
S-8 (File No. 333-89053), declared effective on October 14, 1999 and
incorporated herein by reference.
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