Stamps.com 2002 Annual Report Download - page 20

Table of Contents
We have employees and offer our services in multiple states, and we may in the future expand internationally. These jurisdictions may claim
that we are required to qualify to do business as a foreign corporation in each state or foreign country. Our failure to qualify as a foreign
corporation in a jurisdiction where we are required to do so could subject us to taxes and penalties. Other states and foreign countries may also
attempt to regulate our services or prosecute us for violations of their laws. Further, we might unintentionally violate the laws of foreign
jurisdictions and those laws may be modified and new laws may be enacted in the future.
Risks Related to Our Stock
Our charter documents could deter a takeover effort, which could inhibit your ability to receive an acquisition premium for your
shares.
The provisions of our certificate of incorporation, bylaws and Delaware law could make it difficult for a third party to acquire us, even it would
be beneficial to our stockholders. In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which
could prohibit or delay a merger or other takeover of our company, and discourage attempts to acquire us.
The US Postal Service may object to control of our common stock being held by a foreign person.
The US Postal Service may raise national security or similar concerns to prevent foreign persons from acquiring significant ownership of our
common stock or ownership of Stamps.com. These concerns may prohibit or delay a merger or other takeover of our company. Our competitors
may also seek to have the US Postal Service block the acquisition by a foreign person of our common stock or our company in order to prevent
the combined company from becoming a more effective competitor in the market for Internet Postage.
Shares of our common stock held by existing stockholders may be sold into the public market, which could cause the price of our
common stock to decline.
If our stockholders sell into the public market substantial amounts of our common stock purchased in private financings prior to our initial
public offering, or purchased upon the exercise of stock options or warrants, or if there is a perception that these sales could occur, the market
price of our common stock could decline. All of these shares are available for immediate sale, subject to the volume and other restrictions under
Rule 144 of the Securities Act of 1933.
ITEM2. PROPERTIE
S
Our corporate headquarters are located in a 26,000 square foot facility in Santa Monica, California under a lease expiring on May 31, 2004. We
also have several properties under lease that are no longer occupied by Stamps.com, and which are either being sublet or marketed for sublet.
We have an unoccupied 7,500 square foot office facility in Irvine, California under a lease expiring in March 2004; this property is being
actively marketed for sublet. We also have approximately 64,000 square feet of facilities in Santa Monica, California under leases, the majority
of which expire in May 2004, and the majority of which have been sublet. We have incorporated the costs related to excess facilities that are
not occupied by Stamps.com into our restructuring charges.
ITEM3. LEGAL
PROCEEDINGS
On June 16, 1999, Pitney Bowes sued us for alleged patent infringement in the United States District Court for the District of Delaware (“Pitney
I”). The suit originally alleged that we are infringing two patents held by Pitney Bowes related to postage application systems and electronic
indicia. The suit seeks treble damages, a preliminary and permanent injunction from further alleged infringement, attorneys’ fees and other
unspecified
16
2003. EDGAR Online, Inc.