Stamps.com 2012 Annual Report Download - page 21

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 if 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.
In addition, if the existing waiver of our NOL Protective Measures were revoked so that the measures operated again to prevent new "5%
shareholders", the NOL Protective Measures could be deemed to have an “anti-takeover”
effect because, among other things, they would restrict
the ability of a person, entity or group to accumulate more than 5% of our common stock and the ability of persons, entities or groups now
owning more than 5% of our common stock to acquire additional shares of our common stock without the approval of our board of directors. As
a result, our board of directors might be able to prevent any future takeover attempt. Therefore, the NOL Protective Measures could discourage
or prevent accumulations of substantial blocks of shares in which our stockholders might receive a substantial premium above market value and
might tend to insulate management against the possibility of removal.
The USPS may object to a change of control of our common stock.
The USPS may raise national security or similar concerns to prevent foreign persons from acquiring significant ownership of our common stock
or of our company. The USPS also has regulations regarding the change of control of approved PC Postage providers. These concerns may
prohibit or delay a merger or other takeover of our company. Our competitors may also seek to have the USPS 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 PC Postage.
Our stock price is volatile.
The price at which our common stock has traded has fluctuated significantly. The price may continue to be volatile due to a number of factors,
including the following, some of which are beyond our control:
As a result of these and other factors, investors in our common stock may not be able to resell their shares at or above their original purchase
price. In the past, securities class action litigation often has been instituted against companies following periods of volatility in the market price
of their securities. This type of litigation, if directed at us, could result in substantial costs and a diversion of management’
s attention and
resources.
None.
Our corporate headquarters are located in El Segundo, California.
Table of Contents
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variations in our operating results,
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variations between our actual operating results and the expectations of securities analysts,
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investors and the financial community,
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sales by stockholders holding larger blocks of our stock,
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announcements of developments affecting our business, systems or expansion plans by us or others, and
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market volatility in general.
ITEM 1B.
UNRESOLVED STAFF COMMENTS.
ITEM 2.
PROPERTIES.
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