-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L1ZwQgip1I5xToeIamxzNDsgQMOnuY82DP8+MoBiuc+X24cKtzQe9UeHcIknBzrl PZoQ1WLHKFDdOO1BQHtnZA== 0000897423-00-000052.txt : 20000214 0000897423-00-000052.hdr.sgml : 20000214 ACCESSION NUMBER: 0000897423-00-000052 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 GROUP MEMBERS: JEFFREY J. BROWN GROUP MEMBERS: SBIC PARTNERS L P GROUP MEMBERS: SBIC PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAMPS COM INC CENTRAL INDEX KEY: 0001082923 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 770454966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-58035 FILM NUMBER: 534837 BUSINESS ADDRESS: STREET 1: 3420 OCEAN PARK BOULEVARD STREET 2: SUITE 1040 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 3105817200 MAIL ADDRESS: STREET 1: 2900 31ST STREET SUITE 150 CITY: SANTA MONICA STATE: CA ZIP: 90405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SBIC PARTNERS L P CENTRAL INDEX KEY: 0001088649 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 201 MAIN STREET, SUITE 2302 CITY: FORTWORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 7146700934 MAIL ADDRESS: STREET 1: 201 MAIN STREET, SUITE 2302 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13G 1 STAMPS.COM,INC., SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Stamps.com, Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 852857101 (CUSIP Number) December 31, 1999 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) / / Rule 13d-1(c) /X/ Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **The total number of shares reported herein is 5,457,449 shares, which constitutes approximately 13.3% of the 41,021,054 shares of Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise stated, all ownership percentages set forth herein assume that there are 40,985,054 shares outstanding. CUSIP No. 852857101 1. Name of Reporting Person: SBIC Partners, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Texas 5. Sole Voting Power: 5,421,449 (1) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 5,421,449 (1) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,421,449 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 13.2% 12. Type of Reporting Person: PN - -------------- (1) Power is exercised through its managing general partner, Forrest Binkley & Brown L.P. CUSIP No. 852857101 1. Name of Reporting Person: Jeffrey J. Brown 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: United States 5. Sole Voting Power: -0- Number of Shares Beneficially 6. Shared Voting Power: 5,421,449 (1) Owned By Each Reporting 7. Sole Dispositive Power: -0- Person With 8. Shared Dispositive Power: 5,421,449 (1) 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 5,457,449 (1)(2) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 13.3% (3) 12. Type of Reporting Person: IN - -------------- (1) Solely in his capacity as an executive officer, director and shareholder of Forrest Binkley and Brown Venture Co., general partner of Forrest Binkley and Brown L.P., managing general partner of SBIC Partners, L.P. with respect to 5,421,449 shares of Stock. (2) Assumes the exercise of director options held by Mr. Brown to purchase 36,000 shares of Common Stock. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i), that there are 41,021,054 shares of the Stock outstanding. Item 1(a). Name of Issuer. The name of the issuer is Stamps.com, Inc. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. The principal executive offices of the Issuer are located at 3420 Ocean Park Boulevard, Suite 1040, Santa Monica, California 90405. Item 2(a). Names of Persons Filing. Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby file this Schedule 13G Statement on behalf of SBIC Partners, L.P., a Texas limited partnership ("SBIC"), and Jeffrey J. Brown ("Brown"), the "Reporting Persons." Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): Forrest Binkley & Brown L.P., a Texas limited partnership ("FBB"), Forrest Binkley & Brown Venture Co., a Texas corporation ("FBB Venture"), Gregory J. Forrest ("Forrest"), and Nicholas B. Binkley ("Binkley"). The Reporting Persons and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." The Item 2 Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that such a group exists. Item 2(b). Address of Principal Business Office, or if None, Residence. The address of the principal business office or residence of all of the Item 2 Persons is as follows: 840 Newport Center Drive Suite 480 Newport Beach, California 92660 Item 2(c). Citizenship. All of the natural persons listed in Item 2(a) are citizens of the United States of America. Item 2(d). Title of Class of Securities. This Schedule 13G Statement relates to the Common Stock, par value $0.001 per share, of the Issuer (the "Stock"). Item 2(e). CUSIP Number. The CUSIP number of the Stock is 852857101. Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b). This Schedule 13G Statement is not being filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c). Item 4. Ownership. (a) - (b) Reporting Persons SBIC The aggregate number of shares of the Stock that SBIC owns beneficially, pursuant to Rule 13d-3 of the Act, is 5,421,449, which constitutes approximately 13.2% of the outstanding shares of the Stock. Brown Because of his position as an executive officer, director and shareholder of FBB Venture, and because he holds director stock options to purchase 36,000 shares of the Stock, Brown may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,457,449 shares of the Stock, which constitutes approximately 13.3% of the 41,021,054 shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Controlling Persons FBB Because of its position as the managing general partner of SBIC, FBB may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,421,449 shares of the Stock, which constitutes approximately 13.2% of the outstanding shares of the Stock. FBB Venture Because of its position as the sole general partner of FBB, FBB Venture may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,421,449 shares of the Stock, which constitutes approximately 13.2% of the outstanding shares of the Stock. Forrest Because of his position as an executive officer, director and shareholder of FBB Venture, Forrest may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,421,449 shares of the Stock, which constitutes approximately 13.2% of the outstanding shares of the Stock. Binkley Because of his position as an executive officer, director and shareholder of FBB Venture, Binkley may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 5,421,449 shares of the Stock, which constitutes approximately 13.2% of the outstanding shares of the Stock. To the best of the knowledge of each of the Item 2 Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (c) Reporting Persons SBIC Acting through its managing general partner, SBIC has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 5,421,449 shares of the Stock. Brown Solely in his capacity as an executive officer, director and shareholder of FBB Venture, Brown has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 5,421,449 shares of the Stock. Controlling Persons FBB As the managing general partner of SBIC, FBB has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,421,449 shares of the Stock. FBB Venture As the sole general partner of FBB, FBB Venture has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 5,421,449 shares of the Stock. Forrest Solely in his capacity as an executive officer, director and shareholder of FBB Venture, Forrest has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 5,421,449 shares of the Stock. Binkley Solely in his capacity as an executive officer, director and shareholder of FBB Venture, Binkley has the shared power to vote or to direct the vote and to dispose or to direct the disposition of 5,421,449 shares of the Stock. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. No person other than the Item 2 Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by them. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. This Schedule 13G Statement is being filed on behalf of each of the Item 2 Persons pursuant to Rules 13d-1(d) and 13d-1(k)(1)(iii). The identity of each of the Item 2 Persons is set forth in Item 2(a) hereof. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. Not Applicable. After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED: February 11, 2000 SBIC PARTNERS, L.P. By: Forrest Binkley & Brown L.P., General partner By: Forrest Binkley & Brown Venture Co., General partner By: /s/ Gregory J. Forrest Gregory J. Forrest, Office of the President By: /s/ Nicholas B. Binkley Nicholas B. Binkley, Office of the President By: /s/ Jeffrey J. Brown Jeffrey J. Brown, Office of the President /s/ Jeffrey J. Brown Jeffrey J. Brown -----END PRIVACY-ENHANCED MESSAGE-----