As filed with the Securities and Exchange Commission on June 7, 1999


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As filed with the Securities and Exchange Commission on June 7, 1999

Registration No. 333-77025

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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AMENDMENT NO. 2 TO FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

------------------

STAMPS.COM INC.

(Exact Name of Registrant as Specified in Its Charter)
Delaware 5961 77-0454966

(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer

Incorporation or Organization) Classification Number) Identification No.)
------------------
3420 Ocean Park Boulevard, Suite 1040

Santa Monica, California 90405
(310) 581-7200

(Address, Including Zip Code and Telephone Number,

Including Area Code, of Registrant's Principal Executive Offices)

------------------

John M. Payne
President and Chief Executive Officer

STAMPS.COM INC.
3420 Ocean Park Boulevard, Suite 1040

Santa Monica, California 90405
(310) 581-7200

(Name, Address, Including Zip Code and Telephone Number,

Including Area Code, of Agent for Service)

------------------

Copies to:
Bruce R. Hallett, Esq. Alan K. Austin, Esq.

Allen Z. Sussman, Esq. Mark L. Reinstra, Esq.

Sean M. Pence, Esq. James C. Creigh, Esq.

Brobeck, Phleger & Harrison LLP Brian M. McDaniel, Esq.

38 Technology Drive Wilson Sonsini Goodrich & Rosati

Irvine, California 92618 650 Page Mill Road

(949) 790-6300 Palo Alto, California 94304

(650) 493-9300
------------------

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

------------------

If any of the securities being registered on this form are to be offered on

a delayed or continuous basis pursuant to Rule 415 under the Securities Act of

1933, check the following box. [_]

If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, please check the following

box and list the Securities Act registration statement number of the earlier

effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,

please check the following box. [_]

CALCULATION OF REGISTRATION FEE
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Proposed

Proposed Maximum Maximum Amount of

Title of Securities Amount to be Offering Price Aggregate Registration

to be Registered Registered Per Share (1) Offering Price Fee(2)

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Common Stock, $0.001 par

value................. 5,750,000 $11.00 $63,250,000 $17,583.50

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(1) Estimated solely for the purpose of computing the amount of registration

fee pursuant to Rule 457(c) under the Securities Act of 1933.
(2) $15,985 of the registration fee was previously paid by the registrant in

connection with the filing of the Registration Statement on April 26,

1999.

The Registrant hereby amends this Registration Statement on such date or

dates as may be necessary to delay its effective date until the Company shall

file a further amendment which specifically states that this Registration

Statement shall thereafter become effective in accordance with Section 8(a) of

the Securities Act of 1933 or until the Registration Statement shall become

effective on such date as the Commission, acting pursuant to said Section 8(a),

may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

+The Information in this prospectus is not complete and may be changed. We may +

+not sell these securities until the registration statement filed with the +

+Securities and Exchange Commission is effective. This prospectus is not an +

+offer to sell securities and is not soliciting an offer to buy these +

+securities in any state where the offer or sale is not permitted. +

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 7, 1999
5,000,000 Shares
Common Stock
This is our initial public offering and no public market currently exists

for our shares. We anticipate that the initial public offering price will be

between $9.00 and $11.00 per share. We have applied to list our common stock

for quotation on the Nasdaq National Market under the symbol "STMP."
---------------
Investing in our common stock involves risks.

See "Risk Factors" beginning on page 6.
---------------

Per Share Total

--------- -----
Public Offering Price....................................... $ $

Underwriting Discounts and Commissions...................... $ $

Proceeds to Stamps.com...................................... $ $
The Securities and Exchange Commission and state securities regulators have

not approved or disapproved of these securities or determined if this

prospectus is truthful or complete. Any representation to the contrary is a

criminal offense.
We have granted the underwriters a 30-day option to purchase up to an

additional 750,000 shares of common stock to cover any over-allotments. If the

underwriters exercise the right in full, the public offering price will total

$ , the underwriting discounts and commissions will total $ , and our

proceeds will total $ .
We have requested that the underwriters reserve up to ten percent of the

shares of common stock for sale at the initial public offering price to

directors, officers, employees and other individuals designated by Stamps.com.
BancBoston Robertson Stephens Inc. expects to deliver the shares of common

stock on , 1999.
---------------
BancBoston Robertson Stephens

Thomas Weisel Partners LLC

Volpe Brown Whelan & Company
Wit Capital Corporation
The date of this Prospectus is , 1999.

[DESCRIPTION OF ARTWORK]
Images of the different screens from Stamps.com.
INSIDE FRONT COVER
The inside front cover of the prospectus has the three steps a consumer

will use to obtain postage with Stamps.com. The following are the steps to be

taken:
1. Download Software and Sign-up: Start printing postage in a matter of

minutes. Simply download the free software from our web site, www.stamps.com,

register and you're ready to go.
2. Select your Address: Type in a new address or select from an existing

address book and Stamps.com corrects and formats your addresses online.

Stamps.com also integrates with the most popular contact managers and word

processors.
3. Print Postage: Just click print. Your postage, bar code and address is

printed from your inkjet or laser printer right onto envelopes, labels or

business forms. It's that easy.
INSIDE GATEFOLD (two pages)
The first page is a picture of a printer with an envelope with postage

coming out. Across the top of the page are the words INTERNET POSTAGE. The

picture is green and blue striped.
The second page is a picture of a keyboard with centered text which reads

POSTAGE FROM YOUR PRINTER.(TM) Across the bottom of the page are the following

words:
WE RUN SECURE POSTAGE SERVERS(TM) ON THE INTERNET CONNECTING THE U.S.

POSTAL SERVICE WITH CONSUMERS, SMALL BUSINESSES AND CORPORATE CUSTOMERS

ALLOWING THEIR ORDINARY LASER AND INKJET PRINTERS TO APPLY A NEW FORM OF

DIGITAL POSTAGE CALLED "INDICIUM".
Stamps.com offers a convenient, cost-effective and easy-to-use service for

purchasing and printing postage over the Internet. Our core service is

designed to enable users to print information based indicia, or electronic

stamps, directly onto envelopes, labels, or business documents using

ordinary laser or inkjet printers. No additional hardware is necessary for

a user to purchase and print our Internet Postage; the user's existing PC,

printer and Internet set-up are sufficient.
In the bottom right corner is the Stamps.com logo.
INSIDE BACK COVER
The inside back cover of the prospectus has an envelope with an enlarged

indicia. Each item of the indicia is explained in detail directly in the center

of the page. The explanation is as follows:
There is a vertical barcode called the FIM, or Facing Identification Mark.

The Post Office uses this to sort the mail. There is a postage amount in number

format with human readable information, including the postage value, mail

class, and date. There is a two-dimensional barcode. It contains information to

make this mailpiece unique, such as delivery and routing information, postage

value, and your digital signature. Under the barcode on the left side is the

licensing post office and on the right side is the unique meter number for the

mailpiece.
Across the bottom section of this page is an iconic list of Stamps.com

Current Partnerships which includes Office Depot.com; Quicken.com; America

Online; and Avery.

You should rely only on the information contained in this prospectus. We

have not authorized anyone to provide you with information different from that

contained in this prospectus. We are offering to sell, and seeking offers to

buy, shares of our common stock only in jurisdictions where offers and sales

are permitted. The information contained in this prospectus is accurate only as

of the date of this prospectus, regardless of the time of delivery of this

prospectus or of any sale of our common stock.
Until , 1999, all dealers that buy, sell or trade our common stock,

whether or not participating in this offering, may be required to deliver a

prospectus. This requirement is in addition to the dealers' obligation to

deliver a prospectus when acting as underwriters and with respect to their

unsold allotment or subscriptions.
---------------------
TABLE OF CONTENTS

Page

----
Summary.................................................................. 4

Risk Factors............................................................. 6

Information Regarding Forward Looking Statements......................... 17

Use of Proceeds.......................................................... 18

Dividend Policy.......................................................... 18

Capitalization........................................................... 19

Dilution................................................................. 20

Selected Financial Data.................................................. 21

Management's Discussion and Analysis of Financial Condition and Results

of Operations.......................................................... 22

Business................................................................. 25

Management............................................................... 37

Related Party Transactions............................................... 49

Principal Stockholders................................................... 50

Description of Capital Stock............................................. 52

Shares Eligible for Future Sale.......................................... 55

Underwriting............................................................. 57

Legal Matters............................................................ 59

Experts.................................................................. 59

Where You Can Find Additional Information................................ 59

Index to Financial Statements............................................ F-1
Except as otherwise noted, all information in this prospectus:
. reflects the automatic conversion of our outstanding preferred stock

into common stock immediately prior to the closing of this offering;
. reflects a three-for-two common stock dividend to our common

stockholders authorized by the Board of Directors on June 3, 1999; and
. assumes that the underwriters' over-allotment option will not be

exercised.
3

SUMMARY
You should read the following summary together with the more detailed

information and financial statements and the notes to those statements

appearing elsewhere in this prospectus. This prospectus contains forward-

looking statements that involve risks and uncertainties. Our actual results

could differ materially from the results anticipated in these forward-looking

statements as a result of the factors set forth under "Risk Factors" and

elsewhere in this prospectus.
Stamps.com Inc.
We offer a convenient, cost effective and easy to use service for

purchasing and printing postage over the Internet. Our core service is designed

to enable users to print information based indicia, or electronic stamps,

directly onto envelopes, labels or business documents using ordinary laser or

inkjet printers. No additional hardware is necessary for a user to purchase and

print our Internet postage; the user's existing PC, printer and Internet set-up

are sufficient. Accessing our service is simple. A user will obtain our free

software either via a download from the Internet or through an install from a

CD-ROM. After installing the software and completing a brief registration

process, the user will connect via the Internet to our secure Postage Server

and purchase postage electronically 24 hours a day, seven days a week. We will
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