UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) ~~of The Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): September 30, 2021~~1934

Stamps.com Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-26427

77-0454966

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1990 E. Grand Avenue

El Segundo,

90245

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(310)

482-5800

Not applicable

(Former name or former address, if changed since last report)

Date of Report (Date of earliest event reported): October 5, 2021

Stamps.com Inc.

(Exact name of registrant as specified in charter)

Delaware	000-26427	77-0454966
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1990 E. Grand Avenue, El Segundo, CA	90245
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 265-6227

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)	~~Trading Symbol(s)~~	Name of each exchange on which registered		~~Name of each exchange on which registered~~
Common Stock, par value $0.001 per share		STMP	~~STMP~~	The NASDAQ Global Select Market		~~NASDAQ Global Select Market~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~INTRODUCTORY ~~5.07 Submission of Matters to a Vote of Security Holders.~~NOTE

On ~~September~~October 305, 2021, Stamps~~.com~~ ~~Inc.~~Holdings, LLC (~~the~~f/k/a Stream Parent, LLC) (“~~Company~~Parent”), an ~~held~~affiliate of aThoma ~~special~~Bravo ~~meeting~~Fund ofXIV, ~~stockholders~~L.P., ~~virtually~~managed ~~via~~by ~~live~~Thoma ~~audio~~Bravo, ~~webcast~~L.P. (~~the~~ “~~Special~~Thoma ~~Meeting~~Bravo”)~~. As of August 26~~, ~~2021,~~completed the ~~record~~previously ~~date~~announced ~~for~~acquisition ~~the~~of ~~Special~~Stamps.com ~~Meeting~~Inc., ~~there were~~ a ~~total~~Delaware ofcorporation 18(“Stamps.com”),~~575,655~~ ~~shares~~pursuant ofto ~~common~~the ~~stock~~Agreement ~~issued~~ and ~~outstanding~~Plan ~~and~~of ~~entitled~~Merger, todated ~~vote~~as atof ~~the~~July ~~Special~~8, ~~Meeting.~~2021 At (the ~~Special~~“Merger ~~Meeting~~Agreement”), ~~14,520,113~~by ~~shares~~and ofamong ~~common~~Stamps.com, ~~stock~~Parent, ~~were~~and ~~virtually~~Stream ~~present~~Merger Sub, Inc., ora ~~represented~~Delaware bycorporation ~~proxy~~ and, ~~therefore,~~wholly aowned ~~quorum~~subsidiary ~~was~~of ~~present~~Parent (“Merger Sub”).

~~The~~Item ~~stockholders~~1.02 Termination of ~~the~~a ~~Company~~Material ~~voted~~Definitive ~~on the following items at the Special Meeting:~~Agreement.

~~1. To~~On ~~approve~~October ~~and~~5, ~~adopt~~2021, in connection with the transactions contemplated by the Merger Agreement, Stamps.com terminated the credit agreement made and ~~Plan~~entered into as of ~~Merger~~November 18, 2015, as amended by the Amended and Restated Credit Agreement, dated as of ~~July~~June 829, ~~2021~~2020, by and among Stamps.com, Wells Fargo Bank, National Association (as“Wells ~~amended~~Fargo”), JPMorgan Chase Bank, N.A., and Bank of America, N.A., the lenders from time to time party thereto (each a “Lender” and collectively, the ~~"Merger Agreement"~~“Lenders”), by and ~~among~~Wells Fargo as administrative agent for the ~~Company~~Lenders, ~~Stream~~and ~~Parent,~~all ~~LLC~~outstanding obligations and security interests thereunder, aincluding ~~Delaware~~those ~~limited~~set forth ~~liability~~in ~~company~~the ~~("Parent")~~Collateral Agreement, ~~and~~dated ~~Stream~~as ~~Merger~~of ~~Sub~~November 18, ~~Inc.~~2015, aas ~~Delaware~~amended ~~corporation~~by the Reaffirmation and aAmendment ~~wholly~~Agreement, ~~owned~~dated ~~subsidiary~~as of ~~Parent~~June ~~(the~~29, ~~"Merger~~2020, ~~Proposal");~~by and among Stamps.com, Lenders and Wells Fargo as administrative agent for the Lenders.

Item 2. To01 ~~approve,~~Completion onof anAcquisition ~~advisory (non-binding) basis, the compensation that may be paid~~ or ~~become~~Disposition ~~payable to~~ of ~~the Company's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal")~~Assets.

~~The~~On October 5, 2021, pursuant to the terms of the Merger ~~Proposal~~Agreement ~~received~~and in accordance with Section 251(h) of the ~~following~~Delaware ~~votes:~~General Corporation Law, Merger Sub merged with and into Stamps.com (the “Merger”) with Stamps.com continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the “Surviving Corporation”). In the Merger, each share of common stock of Stamps.com (“Common Stock”) that was issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares of Common Stock owned by Parent, Merger Sub, Stamps.com as treasury stock or any direct or indirect wholly owned subsidiary of Parent or Stamps.com) was automatically converted into the right to receive an amount of cash equal to $330.00.

For						Against						Abstain
14,477,832						11,327						30,954

In addition, pursuant to the Merger Agreement, at the Effective Time, each (i) option to purchase shares of Common Stock that was unexpired, unexercised, and outstanding as of immediately prior to the Effective Time (the “Company Options”) and (ii) each Company RSU Award (as defined in the Merger Agreement) that was unexpired, unsettled, and outstanding as of immediately prior to the Effective Time was accelerated and became fully vested and exercisable effective immediately prior to the Effective Time, and was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (x) for the Company Options, the aggregate number of shares of Common Stock subject to such Vested Company Option (as defined in the Merger Agreement), multiplied by the excess, if any, of the Per Share Price over the applicable per share exercise price under such Vested Company Option, subject to any required withholding of Taxes, and (y) for each Company RSU Award, the aggregate number of shares of Common Stock underlying the Company RSU Award, multiplied by the Per Share Price, subject to any required withholding of taxes.

~~Based~~Merger onSub paid a total of approximately $6.7 billion in cash in the ~~votes~~Merger, ~~set~~without ~~forth~~giving ~~above~~effect to related transaction fees and expenses, and funded the payments ~~stockholders~~required ~~approved~~to complete the Merger ~~Proposal~~with a combination of the proceeds of equity financing provided by the Thoma Bravo Fund XIV, L.P., co-investors and debt financing sources.

The ~~Compensation~~foregoing ~~Proposal~~descriptions ~~received~~of the ~~following~~Merger ~~votes:~~and the Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Stamps.com’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2021, which is incorporated herein by reference.

For						Against						Abstain
12,770,199						1,304,024						445,890

The information set forth in the Introductory Note above and in Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

~~Based~~Item on3.01 ~~the~~Notice ~~votes~~of ~~set~~Delisting ~~forth~~or ~~above,~~Failure ~~the~~to ~~stockholders~~Satisfy ~~approved~~a ~~the~~Continuing ~~Compensation~~Listing ~~Proposal~~Rule or Standard; Transfer of Listing.

~~The~~On ~~proposal~~October to5, ~~adjourn~~2021, following the ~~Special~~consummation ~~Meeting~~of ~~from~~the ~~time~~Merger and prior to ~~time,~~the ifopen ~~necessary~~of ortrading ~~appropriate,~~on toOctober ~~solicit~~5, ~~additional~~2021, ~~proxies~~Stamps.com ifnotified ~~there~~the ~~were~~Nasdaq ~~insufficient~~Global Select ~~votes~~Market to(“Nasdaq”) ~~adopt~~that the Merger ~~Agreement~~had atbeen consummated and requested that Nasdaq suspend trading of the ~~time~~Stamps.com shares of Common Stock and that the listing ~~Special~~of ~~Meeting~~the shares of Common Stock be withdrawn . In addition, ~~was~~Stamps.com ~~rendered~~requested ~~moot~~that inNasdaq file ~~light~~with the SEC a notification on Form 25 to report the delisting of the ~~approval~~shares of Common Stock from Nasdaq and to deregister the ~~Merger~~shares ~~Proposal~~under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

~~Item~~Stamps.com 9also intends to file with the SEC a certification on Form 15 requesting that Stamps.~~01.~~com’s ~~Financial~~reporting ~~Statements~~obligations under Sections 13 and ~~Exhibits~~15(d) of the Exchange Act be terminated or suspended.

~~(d)~~Item ~~Exhibits~~3.03 Material Modification to Rights of Security Holders.

The ~~following~~information ~~exhibits~~set ~~are~~forth ~~being~~in ~~furnished~~the orIntroductory ~~filed~~Note ~~herewith:~~and Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference.

~~99.1 Press~~Item ~~Release of Stamps~~5.~~com Inc~~01., ~~dated~~Change ~~September~~in ~~30,~~Control ~~2021, announcing stockholder approval~~ of ~~merger with Thoma Bravo~~Registrant.

~~104 Cover~~The ~~Page~~information ~~Interactive~~set ~~Data~~forth ~~File~~in ~~(embedded~~the ~~within~~Introductory ~~the~~Note ~~Inline~~and ~~XBRL~~Item ~~document)~~2.01 is incorporated herein by reference.

As a result of the consummation of the Merger, there was a change in control of Stamps.com, and Thoma Bravo, as the ultimate parent of Parent, acquired control of Stamps.com and the Stamps.com stockholders immediately before the Effective Time ceased to have any rights in Stamps.com as stockholders, other than their right to receive the Merger Consideration.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, each of the following directors of Stamps.com, Mohan P. Ananda, David C. Habiger, G. Bradford Jones, Katie May and Theodore R. Samuels resigned as directors of the board of directors of Stamps.com (the “Board”) and from all committees of the Board on which such directors served, effective as of the Effective Time. The officers of Stamps.com as of immediately prior to the Effective Time will be the officers of the Surviving Corporation until their successors are duly appointed.

In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, which consisted of Ken McBride, Jeff Carberry and Matthew Lipson, became the directors of Stamps.com immediately after the Effective Time.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, in connection with the consummation of the Merger, Stamps.com’s certificate of incorporation and bylaws were amended and restated in their entirety to be in the respective forms prescribed by the Merger Agreement. A copy of each of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and is incorporated herein by reference.

The information set forth in Item 2.01 is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On October 5, 2021, Thoma Bravo and Stamps.com issued a joint press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

2.1*	Agreement and Plan of Merger, dated as of July 8, 2021, by and among the Company, Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Stamps.com Current Report on Form 8-K filed on July 9, 2021)
3.1	Amended and Restated Certificate of Incorporation of Stamps.com, Inc., dated as of October 5, 2021.
3.2	Amended and Restated Bylaws of Stamps.com, Inc.
99.1	Joint Press Release, dated October 5, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules omitted pursuant to Item 601 of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Stamps.com Inc.	~~Stamps.com Inc.~~
		(Registrant)
Date: October 5, 2021	/s/ Ken McBride
September 30, 2021		/s/ Ken McBride
	Ken McBride
Date		(Signature)
	Chief Executive Officer
		Ken McBride
		Chief Executive Officer

Filing Compare · STAMPS.COM INC