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STAMPS.COM INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Legal Proceedings
On August 11, 2014, PSI Systems, Inc., D/B/A Endicia, filed suit against Auctane, LLC, D/B/A ShipStation (our wholly-owned subsidiary), in
the United States District Court for the Western District of Texas, alleging, among other claims, that ShipStation breached its contract with
Endicia by violating a customer non-solicit provision. Endicia sought preliminary and permanent injunctive relief, unspecified damages,
attorneys’ fees and court costs. We entered into a settlement agreement effective December 19, 2014 resolving the lawsuit.
On August 14, 2014, Rapid Enterprises, LLC, D/B/A Express One, filed suit against ShipStation and some of its executives in the Third Judicial
District Court for Salt Lake County, Utah, alleging, among other claims, that ShipStation breached its contract with Express One by violating an
exclusivity provision. Express One seeks an injunction, damages, attorneys’ fees and court costs. On December 12, 2014, Express One added
additional claims and Stamps.com and our Chief Executive Officer as named defendants.
We are a party to various legal proceedings, including those noted in this section. We have established loss provisions only for matters in which
losses are probable and can be reasonably estimated. Although management at present believes that the ultimate outcome of these proceedings,
individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends, legal
proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. An unfavorable outcome for an amount in
excess of management’s present beliefs may result in a material adverse impact on our business, results of operations, financial position, and
overall trends.
Commitments
The following table is a schedule of our significant contractual obligations and commercial commitments, which consist only of future minimum
lease payment under operating leases as of December 31, 2014 (in thousands):
We are not aware, except as described below, of any material subsequent events or transactions that have occurred that would require recognition
in the financial statements or disclosure in the notes to the financial statements.
On February 18, 2015 we filed registration on Form S-
3 to register 768,900 shares of our common stock of which 192,225 shares were issued on
February 17, 2015 to selling stockholders of ShipStation related to the contingent consideration in connection with their acquisition. There are
currently 576,675 unissued shares of our common stock registered, which represents the maximum number of additional shares of common
stock that we could be required to issue to the selling stockholders pursuant to the contingent consideration. See Note 3 –
Acquisition for further
description of the ShipStation contingent consideration.
F-32
Table of Contents
11.
Commitments and Contingencies
Twelve Month Period Ending December 31,
Operating
Lease Obligations
2015
$
502
2016
261
2017
266
2018
271
Thereafter
12.
Subsequent Events