Stamps.com 2008 Annual Report Download - page 11

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system with a sophisticated front-end reporting tool with real time data, improved web-based postage management tools, and
enhanced web-based financial and administrative controls for central decision makers. During 2009 we also plan to implement a
highly flexible billing system and then integrate that system with our new e-commerce platform.
Section 382 Update
We currently have federal and state net operating loss (“NOL”) carry-forwards of approximately $240 million and $150
million, respectively, with potential value of up to $95 million in tax savings over the next 15 years. Under Internal Revenue
Code Section 382 rules, if a “change of ownership” is triggered, our NOL asset may be impaired. A change in ownership can
occur whenever there is a shift in ownership by more than 50 percentage points by one or more “5% shareholders” within a
three-year period. We estimate that as of December 31, 2008 we were at approximately a 34% level compared with the 50%
level that would trigger impairment of our NOL asset.
During the second quarter of 2008, we received shareholder approval to amend our articles of incorporation in order to
protect our NOL asset (the “NOL Protective Measures”) and those measures are now in effect. Under the NOL Protective
Measures there is no change to the way that existing Stamps.com shares are held or traded, but any person, company or
investment firm which wishes to become a “5% shareholder” of Stamps.com must first obtain a waiver from our board of
directors. In addition, any person, company or investment firm which is already a “5% shareholder” of Stamps.com cannot make
any additional purchases of Stamps.com stock without a waiver from our board of directors.
As of February 27, 2009, we had 16,653,144 shares outstanding, and therefore ownership of approximately 833,000 shares or
more would currently constitute a “5% shareholder”. We strongly urge that any stockholder contemplating owning more
than 675,000 shares contact us before doing so.
Employees
As of December 31, 2008, we had approximately 190 employees not including temporary or contract workers. Our
employees work in various departments including customer support, research and development, sales and marketing, information
technology and general administration. None of our employees are represented by a labor union. We believe that we have a good
relationship with our employees.
Segments
We operate in a single market segment, “Internet Mailing and Shipping Services”. All of our operations and revenue are
within the United States.
Company Information
We were founded in September 1996, and we were incorporated in Delaware in January 1998 as StampMaster, Inc.,
changing our name to Stamps.com Inc. in December 1998. We completed our initial public offering in June 1999. Our common
stock is listed on the NASDAQ Stock Market under the symbol “STMP.”
Our principal executive offices are located at 12959 Coral Tree Place, Los Angeles, California, 90066, and our telephone
number is (310) 482-5800.
Available Information
We make available on our website ( www.stamps.com ), free of charge, our annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15
(d) of the Exchange Act, as soon as reasonably practicable after such material is electronically filed or furnished to the SEC.
(Information contained on our website is not part of this Annual Report on Form 10-K.) Our Annual Report on Form 10-K may
also be obtained free of charge by written request to the Investor Relations, Stamps.com Inc., 12959 Coral Tree Place Los
Angeles, California 90066.
8
TABLE OF CONTENTS
Item 1A. Risk Factors.
You should carefully consider the following risks and the other information in this Report and our other filings with the
Securities and Exchange Commission (the “SEC”) before you decide to invest in our company or to maintain or increase your
investment. The risks included in this section are not exhaustive, and additional factors could adversely affect our business and