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TABLE OF CONTENTS
PART I.
This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “expects,”
“anticipates,” “estimates,” “intends,” “plans,” “would,” “may” or other similar expressions in this Report. Our forward-
looking statements relate to future events or our future performance and include, but are not limited to, statements concerning
our business strategy, future commercial revenues, market growth, capital requirements, new product introductions, expansion
plans and the adequacy of our funding. Other statements contained in this Report that are not historical facts are also forward-
looking statements.
We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. We caution
investors that any forward-looking statements presented in this Report, or that we may make orally or in writing from time to
time, are based on beliefs and assumptions made by us and information currently available to us. Such statements are based on
assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are
beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of
future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ
from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-
looking statements, which are based on known results and trends at the time they are made, to anticipate future results or trends.
For discussion of some of the factors that could affect our results, see “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Risk Factors.”
This Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our
behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not
undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances
after the date of this Report.
Stamps.com, NetStamps, Stamps.com Internet Postage, PhotoStamps, Hidden Postage and the Stamps.com logo are our
trademarks. This Report also references trademarks of other entities.
SPECIAL NOTICE REGARDING PURCHASES OF MORE THAN 5% OF OUR STOCK
We currently have federal and state net operating loss (“NOL”) carry-forwards of approximately $230 million and $150
million, respectively, with potential value of up to $94 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, 2009 we were at approximately a 26% level compared with the 50%
level that would trigger impairment of our NOL asset.
Under our certificate of incorporation, any person, company or investment firm that wishes to become a “5%
shareholder” (as defined in our certificate of incorporation) must first obtain a waiver from our board of directors. In addition
any person, company or investment firm that is already a “5% shareholder” of ours cannot make any additional purchases of our
stock without a waiver from our board of directors. These NOL protective measures contained in our certificate of incorporation
are more particularly discussed in our Definitive Proxy Statement filed with the Securities and Exchange Commission on April
2, 2008.
As of February 28, 2010, we had 14,287,786 shares outstanding, and therefore ownership of approximately 715,000 shares or
more would currently constitute a “5% shareholder”. We strongly urge that any stockholder contemplating owning more
than 600,000 shares contact us before doing so .
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