STAMPS.COM INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-10-05: Form 8-K; Period of report 2021-10-05; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 1.02.
- 2021-10-01: Form 8-K; Period of report 2021-09-30; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2021-09-22: Form 8-K; Period of report 2021-09-22; Description 8.01 Other Events; Details 8.01.
- 2021-08-19: Form 8-K; Period of report 2021-08-18; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-10-05 | 8-K | 2021-10-05 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.02 On October 5, 2021, in connection with the transactions contemplated by the Merger Agreement, Stamps.com terminated the credit agreement made and entered into as of November 18, 2015, as amended by the Amended and Restated Credit Agreement, dated as of June 29, 2020, by and among Stamps.com, Wells Fargo Bank, National Association (“Wells 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 “Lenders”), and Wells Fargo as administrative agent for the Lenders, and all outstanding obligations and security interests thereunder, including those set forth in the Collateral Agreement, dated as of November 18, 2015, as amended by the Reaffirmation and Amendment Agreement, dated as of June 29, 2020, by and among Stamps.com, Lenders and Wells Fargo as administrative agent for the Lenders. 2.01 On October 5, 2021, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware 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”). 3.01 On October 5, 2021, following the consummation of the Merger and prior to the open of trading on October 5, 2021, Stamps.com notified the Nasdaq Global Select Market (“Nasdaq”) that the Merger had been consummated and requested that Nasdaq suspend trading of the Stamps.com shares of Common Stock and that the listing of the shares of Common Stock be withdrawn . 3.03 The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference. 5.01 The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference. 5.02 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. 5.03 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. 7.01 On October 5, 2021, Thoma Bravo and Stamps.com issued a joint press release announcing the completion of the Merger. | ny20000915x1_8k.htm |
| 2021-10-01 | 8-K | 2021-09-30 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On September 30, 2021, Stamps.com Inc. (the “Company”) held a special meeting of stockholders virtually via live audio webcast (the “Special Meeting”). | stmp-20210930.htm |
| 2021-09-22 | 8-K | 2021-09-22 | 8.01 Other Events | 8.01 On August 30, 2021, Stamps.com Inc. (“Stamps.com” or the “Company”) filed a Definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission (“SEC”) in connection with the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) dated as of July 8, 2021, by and among Stamps.com, Stream Parent, LLC, a Delaware limited liability company (“Parent”), and Stream Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | ny20000063x6_8k.htm |
| 2021-08-19 | 8-K | 2021-08-18 | 8.01 Other Events | 8.01 On August 18, 2021, Stamps.com Inc., a Delaware corporation (“Stamps.com” or the “Company”), issued a press release announcing the expiration of the “go-shop” period pursuant to the terms of the previously announced Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Stream Parent, LLC, a Delaware limited liability company (“Parent”), and Stream Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, in an all-cash transaction valued at approximately $6.6 billion, with the Company surviving the Merger as a direct wholly owned subsidiary of Parent. | ny20000063x2_8k.htm |
| 2021-08-05 | 8-K | 2021-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2021, Stamps.com Inc. issued a press release setting forth its financial results for its fiscal quarter ended June 30, 2021. | stmp-20210805.htm |
| 2021-07-30 | 8-K | 2021-07-27 | 8.01 Other Events | 8.01 As previously disclosed, on June 3, 2021, Stamps.com Inc. (the "Company," "we" or "us") signed a Term Sheet to settle certain pending stockholder derivative cases. | stmp-20210727.htm |
| 2021-07-09 | 8-K | 2021-07-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | brhc10026745_8k.htm |
| 2021-07-09 | 8-K | 2021-07-08 | 8.01 Other Events | 8.01 On July 8, 2021, Stamps.com Inc., a Delaware corporation (the “Company”) and Thoma Bravo, L.P. (formerly known as Thoma Bravo, LLC), announced the execution of an Agreement and Plan of Merger, by and among the Company, Stream Parent, LLC, a Delaware limited liability company (“Parent”) and Stream Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | brhc10026739_8k.htm |
| 2021-06-11 | 8-K | 2021-06-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 9, 2021, Stamps.com Inc. (the “Company”) held its annual meeting of shareholders online at www.virtualshareholdermeeting.com/STMP2021 (the “Annual Meeting”). | stmp-20210609.htm |
| 2021-06-04 | 8-K | 2021-05-28 | 8.01 Other Events | 8.01 On May 28 and June 3, 2021, Stamps.com Inc. (the "Company," “we” or “us”) reached an agreement in principle and signed a Term Sheet to settle a pending securities class action and stockholder derivative cases, respectively, as described below. | stmp-20210528.htm |
| 2021-05-07 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2021, Stamps.com Inc. issued a press release setting forth its financial results for its fiscal quarter ended March 31, 2021. | stmp-20210506.htm |
| 2021-03-18 | 8-K | 2021-03-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On March 12, 2021, the compensation committee of our Board of Directors approved a non-equity incentive plan for 2021 (the “2021 Plan”) under which members of our executive management, including our named executive officers, are eligible for cash bonus awards to be paid in 2022. | stmp-20210312.htm |
| 2021-03-02 | 8-K | 2021-02-26 | 8.01 Other Events | 8.01 On February 26, 2021, Stamps.com Inc.'s board of directors amended its previously disclosed share repurchase plan in response to increased market volatility. | stmp-20210226.htm |
| 2021-02-17 | 8-K | 2021-02-17 | 2.02 Results of Operations and Financial Condition | 2.02 On February 17, 2021, Stamps.com Inc. issued a press release setting forth its financial results for its fourth quarter and fiscal year ended December 31, 2020. | stmp-20210217.htm |