Form 8-K STAMPS.COM INC For: Jun 16
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 16, 2016
Stamps.com Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-26427
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77-0454966
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1990 E. Grand Avenue, El Segundo, CA
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90245
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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(310) 482-5800
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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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01
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Entry into a Material Definitive Agreement.
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On June 16, 2016, Stamps.com Inc., a Delaware corporation (“SDC”), entered into an Agreement and Plan of Merger, dated as of the same day, by and among ShippingEasy Group, Inc., a Delaware corporation (“ShippingEasy”), SDC, SEG Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of SDC (“Merger Sub”), and Tim Jugmans, as Representative (the “Agreement”). Pursuant to the Merger Agreement, SDC will acquire ShippingEasy through the merger of Merger Sub with and into ShippingEasy, with ShippingEasy surviving the merger as a wholly owned subsidiary of SDC (the “Merger”). ShippingEasy is an Austin, Texas based company that offers web-based multi-carrier shipping software that allows online retailers and e-commerce merchants to organize, process, fulfill and ship their orders quickly and easily.
The Agreement provides for $55 million in aggregate merger consideration, payable in cash, subject to working capital and transaction expense adjustments.
In connection with the closing of the Merger, SDC will enter a Management Incentive Plan with two key executives of ShippingEasy providing for the issuance of up to approximately 87,000 shares of SDC common stock in total (“Incentive Shares”) if certain financial targets are met by ShippingEasy for the six month period commencing on July 1, 2016 and ending December 31, 2016, the twelve month period ending December 31, 2017 and the twelve month period ending December 31, 2018. ShippingEasy will, at closing, also enter into employment agreements, non-competition agreements and confidentiality and proprietary information agreements with these two key executives. SDC has agreed to file a registration statement with the Securities and Exchange Commission to cover the resale of Incentive Shares, subject to exceptions for shares sellable under Rule 144.
Certain events generally within the control of SDC, such as a change of control of SDC or certain personnel related actions, can cause all of the Incentive Shares to be accelerated and issued irrespective of whether the financial targets are met.
The Agreement contains customary representations, warranties and covenants by SDC, ShippingEasy and the securityholders of ShippingEasy. A portion of the cash purchase price is subject to an escrow to secure indemnification claims, which escrow is, with limited exceptions, the sole recourse for such claims. The Merger is subject to customary closing conditions and is expected to be consummated in early July.
No material relationship outside of the ordinary course of business exists between ShippingEasy and its securityholders and SDC and its affiliates, officers, directors or their respective associates, other than in connection with the Merger.
The foregoing summary of the Agreement and the transactions contemplated thereby do not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement and the other material agreements that may be entered into in connection therewith (in each case, excluding any portions thereof subject to a confidential treatment request), copies of which will be filed with SDC’s next Quarterly Report on Form 10-Q.
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Item 7.01
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Regulation FD Disclosure.
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On June 20, 2016, SDC issued a press release regarding the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in the press release is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934.
Forward-Looking Statements
The foregoing description of the Agreement and the transactions contemplated thereby includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by phrases such as SDC or management “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe the transaction, including its financial impact, and other statements of management’s beliefs, intentions or goals also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of SDC stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to the ability of SDC to successfully integrate ShippingEasy’s operations, services and technology; the ability of SDC to implement its plans, forecasts and other expectations with respect to ShippingEasy’s business after the completion of the transaction and realize additional opportunities for growth and innovation; and the other risks and important factors contained and identified in SDC’s filings with the Securities and Exchange Commission, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included herein are made only as of the date hereof. SDC undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.
| Item 9.01 | Financial Statements and Exhibits. |
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(d)
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Exhibits
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The following exhibit is being furnished herewith:
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Press Release of Stamps.com Inc., dated June 20, 2016, announcing the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Stamps.com Inc.
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(Registrant)
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June 20, 2016
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/s/ Seth Weisberg
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Date
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(Signature)
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Seth Weisberg,
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Chief Legal Officer
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EXHIBIT 99.1
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Stamps.com Investor Contact:
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Press Contact:
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Stamps.com Investor Relations
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Eric Nash
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(310) 482-5830
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Stamps.com
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http://investor.stamps.com
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(310) 482-5942
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STAMPS.COM ANNOUNCES INTENTION TO ACQUIRE E-COMMERCE SOFTWARE COMPANY SHIPPINGEASY
EL SEGUNDO, Calif. – June 20, 2016 – Stamps.com® (Nasdaq: STMP) today announced it has entered into a definitive agreement to acquire ShippingEasy, Inc., an Austin, Texas based company that offers web-based multi-carrier shipping software that allows online retailers and e-commerce merchants to organize, process, fulfill and ship their orders quickly and easily.
ShippingEasy’s solution features integrations with more than 40 leading marketplaces, shopping carts, and e-commerce platforms, allowing its customers to import and export fulfillment and tracking data in real time across all of their selling channels. ShippingEasy currently has integrations with eBay, PayPal, Amazon, Shopify, Bigcommerce, Magento, Volusion, Jane.com and many others. ShippingEasy’s solution downloads orders from all selling channels and automatically maps custom shipping preferences, rates and delivery options across all of its supported carriers. ShippingEasy’s easy-to-use solution also includes complimentary access to shipping specialists, helping merchants to streamline workflow and save on shipping costs.
“The acquisition of ShippingEasy represents a significant strategic investment in our e-commerce shipping business,” said Ken McBride, Stamps.com chairman and CEO. “E-commerce driven package shipping is our fastest growing segment and this acquisition will allow us to continue to accelerate our growth in this area. ShippingEasy adds an outstanding solution to our portfolio of products which will allow us to serve the needs of more customers, and will allow us to continue to solidify our leadership in e-commerce shipping.”
“We're very excited to become a part of Stamps.com,” said Katie May, ShippingEasy CEO. “The acquisition builds on the strong partnership we have developed and we look forward to continuing to build the ShippingEasy business with the support of the Stamps.com team.”
Stamps.com has agreed to purchase ShippingEasy for $55 million in cash which will be funded from current cash balances. In addition, performance linked equity awards will be made to key members of management that could result in the issuance of a maximum of approximately 87 thousand shares of Stamps.com common stock if performance targets are met. The transaction is expected to close in early July, subject to standard closing conditions. Stamps.com plans for ShippingEasy to operate as a wholly-owned subsidiary led by its existing management team.
More information about ShippingEasy can be obtained by visiting http://www.shippingeasy.com.
About Stamps.com
Stamps.com (Nasdaq: STMP) is the leading provider of postage online and shipping software solutions to approximately 650 thousand customers, including consumers, small businesses, e-commerce shippers, enterprises, and high volume shippers. Stamps.com offers solutions that help businesses run their shipping operations more smoothly and function more successfully under the brand names Stamps.com, Endicia, ShipStation and ShipWorks. Stamps.com’s family of brands provides seamless access to mailing and shipping services through integrations with more than 400 unique partner applications.
About ShippingEasy
ShippingEasy is a leading web-based shipping software solution that allows online retailers and e-commerce merchants to organize, process, fulfill and ship their orders quickly and easily. ShippingEasy integrates with leading marketplaces, shopping carts, and e-commerce platforms to allow order fulfillment and tracking data to populate in real time across all systems. The ShippingEasy software downloads orders from all selling channels and automatically maps custom shipping preferences, rates and delivery options across all supported carriers.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements about our anticipated results that involve risks and uncertainties. Important factors, including the Company's ability to complete and ship its products, maintain desirable economics for its products and obtain or maintain regulatory approval, which could cause actual results to differ materially from those in the forward-looking statements, are detailed in filings with the Securities and Exchange Commission made from time to time by STAMPS.COM, including its Annual Report on Form 10-K for the year ended December 31, 2015, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. STAMPS.COM undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Stamps.com and the Stamps.com logo are trademarks or registered trademarks of Stamps.com Inc. All other brands and names are property of their respective owners.
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