10-K/A 1 d10ka.txt FORM 10-K/A ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-K/A FOR ANNUAL AND TRANSITIONAL REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X]Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 2000 or [_]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 0-27417 E-Stamp Corporation (Exact name of Registrant as specified in its charter) Delaware 76-0518568 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number)
2051 Stierlin Court, Mountain View, CA 94043 (Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (650) 919-7500 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class On which registered ------------------- --------------------- None None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [_] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Stock on April 9, 2001 as reported on the National Market of The Nasdaq Stock Market, was approximately $3,926,000. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of April 9, 2001, registrant had outstanding 38,150,637 shares of Common Stock. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- EXPLANATORY NOTE The purpose of this Amendment No. 1 to Form 10-K is solely to file the information required under Items 10-13 of Part III, which the Registrant had previously incorporated by reference to the Registrant's Proxy Statement for its Annual Meeting of Stockholders. The Registrant intends to mail its Proxy Statement to its stockholders on or about June 18, 2001. PART III ITEM 10. DIRECTORS AND OFFICERS OF THE COMPANY Executive Officers and Directors The following table sets forth our executive officers' and directors' ages and positions as of December 31, 2000. Robert H. Ewald...... 53 President, Chief Executive Officer and Director Edward F. Malysz..... 41 Vice President, General Counsel, Secretary and Acting Chief Financial Officer Roderick M. Witmond.. 37 Vice President, Business Development Paul A. Goldman...... 39 Vice President, Sales and Marketing Laurie L. Lindsey.... 45 Vice President, Product Development Daniel P. Walsh...... 32 Vice President, Operations Marcelo A. Gumucio... 63 Chairman of the Board John V. Balen(1)..... 40 Director Thomas L. Rosch(2)... 38 Director Peter G. Boit........ 41 Director Adam Wagner(1)....... 42 Director Rebecca Saeger(2).... 45 Director Robert J. Cresci(1).. 57 Director
-------- (1) Member of Audit Committee (2) Member of Compensation Committee Robert H. Ewald has been our President and Chief Executive Officer since February 1999 and has been a Director since January 1999. From July 1996 to July 1998, Mr. Ewald held various executive positions at Silicon Graphics, Inc., a manufacturer of computer workstations, servers and supercomputers, most recently as Executive Vice President and Chief Operating Officer. From August 1984 to June 1996, Mr. Ewald held various management and executive positions with Cray Research, Inc., a manufacturer of high performance computers, including President and Chief Operating Officer. Before joining Cray Research, Inc., Mr. Ewald led the Computing and Communications Division of the Los Alamos National Laboratory and was responsible for providing computing and communications services to government customers nationwide between 1980 and 1984. Mr. Ewald is currently a director of Ceridian, Inc., an information technology services company, and a member of the President's Information Technology Advisory Committee chartered by the White House. Mr. Ewald received his B.S. in civil engineering from the University of Nevada and his M.S. in civil engineering from the University of Colorado. Edward F. Malysz has been our Vice President, General Counsel and Secretary since June 1999. In April 2000, Mr. Malysz assumed the additional role of Acting Chief Financial Officer. From July 1993 to June 1999, Mr. Malysz held various legal positions with Silicon Graphics, Inc., a manufacturer of computer workstations, servers and supercomputers, most recently serving as Senior Corporate Counsel. From August 1988 to July 1993, Mr. Malysz was a transactional lawyer with the law firm of Berliner Cohen. From August 1982 to December 1984, Mr. Malysz was a certified public accountant with Arthur Young & Company, an accounting firm. Mr. Malysz received his B.A. in economics from the University of California, Santa Barbara and J.D. from Santa Clara University. 2 Roderick M. Witmond joined E-Stamp in August 1999 and currently serves as Vice President, Business Development. He has also served as Vice President, Operations, Vice President, Strategic Development and Vice President, Shipping, Mailing and Supplies Business Unit. From July 1995 to August 1999, Mr. Witmond was a Principal Consultant with the Government Consulting Practice of PricewaterhouseCoopers. Mr. Witmond received his B.S. from London University in London, England and his M.B.A. from the University of Virginia. Paul A. Goldman joined E-Stamp in May 2000 with the acquisition of Infinity Logistics, and currently serves as Vice President, Sales and Marketing. From January 1990 to May 2000, Mr. Goldman was President of Automated Logistics. In May 1998, Mr. Goldman founded Infinity Logistics and served as President and CEO from May 1998 to May 2000. Prior to May 1998 Mr. Goldman was Area Sales Manager of the Northwest Pacific Region at Pitney Bowes. Mr. Goldman received his B.A. in Marketing from Boston College. Laurie L. Lindsey has been our Vice President, Product Development since April 2000. From August 1997 to February 2000, Ms. Lindsey was Director of the EcoTOOLS Product Center for Compuware. From February 1992 to June 1997, Ms. Lindsey was Director of Engineering at Novell, Inc. Ms. Lindsey received her B.S. in Mathematics and Computer Science from University of California, Riverside, and her M.S. in Computer Science from California State University, Fullerton. Daniel P. Walsh has been our Vice President, Operations since November 2000. Mr. Walsh joined E-Stamp in June 2000. From March 1995 to June 2000, Mr. Walsh held various positions at Visa International, including Department Head of Corporate Systems. From May 1991 to February 1995 Mr. Walsh held various software development and management positions at Kraft Foods, in the areas of corporate and operational software applications. Mr. Walsh also held various software development positions from 1989 to 1991 at Harris Bank, Chicago, IL. Mr. Walsh received his B.S. in Business from Indiana University. Marcelo A. Gumucio has served as Chairman of the Board since November 1998. Mr. Gumucio is Managing Partner of Gumucio, Burke and Associates, a private investment firm that he co-founded in 1992. From April 1996 to July 1997, Mr. Gumucio was Chief Executive Officer of Micro Focus PLC, an enterprise software provider. He has also served as a member of the Micro Focus' board of directors since January 1996. Before joining Micro Focus, Mr. Gumucio was President and Chief Executive Officer of Memorex Telex NV between 1992 and 1996. Mr. Gumucio currently serves on the board of directors of BidCom, Inc., Digital Island and Burr Brown Corporation and serves as Chairman of the boards of WebSentric and NetFreight. Mr. Gumucio received his B.S. in mathematics from the University of San Francisco and M.S. in applied mathematics and operations research from the University of Idaho. Mr. Gumucio is also a graduate of the Harvard Business School Advanced Management Program. John V. Balen has served on the Board of Directors since July 1998. Mr. Balen joined Canaan Partners, a national venture capital investment firm, in September 1995 where he is currently a general partner. From June 1985 to June 1995, Mr. Balen served as Managing Director of Horsley Bridge Partners, a private equity investment management firm. Mr. Balen currently serves on the board of directors of Intraware and Commerce One. Mr. Balen received his B.S. in electrical engineering and M.B.A. from Cornell University. Thomas L. Rosch has served on the Board of Directors since September 1997. Mr. Rosch joined InterWest Partners in January 2000 where he is currently general partner and managing director. InterWest Partners is a Silicon Valley- based venture capital firm that invests in information technology and health care companies. Previously, Mr. Rosch was a partner at AT&T Ventures from December 1996 to January 2000. AT&T Ventures is an independent venture capital fund that invests in information technology companies. Prior to AT&T Ventures, Mr. Rosch served as a senior member of The Boston Consulting Group from November 1989 to November 1996. Mr. Rosch received his A.B. in government and philosophy from Harvard University and J.D./M.B.A. from Stanford University. Peter G. Boit has served on the Board of Directors since July 2000. Since 1994, Mr. Boit has been with Microsoft Corporation in various positions, including Sales Manager, Director of Licensing, General Manager of 3 Licensing, and most recently as Vice President of e-Commerce. Since January 2000, he has served as a director for Vertaport, a privately held company. Mr. Boit received his B.A. in English from the University of Vermont and M.B.A from the Kellogg Graduate School of Management at Northwestern University. Adam Wagner has served on the Board of Directors since November 1996. Mr. Wagner is the founder and principal of Neo Ventures, LLC, a privately held investment firm, since its formation in September 1999. From June 1992 until September 1999, Mr. Wagner served as Vice President, Investments at Wagner & Brown, Ltd., a closely-held oil and gas investment company. Mr. Wagner currently serves on the board of directors of Advanced Data Analysis and Preservation Technology, Inc., Innotek Powder Coatings, L.L.C. and SeaSound, LLC Mr. Wagner received his B.S. in geology from the University of Oklahoma and M.B.A. from the University of Southern California. Rebecca Saeger has served on the Board of Directors since September 1999. Since June 1997, Ms. Saeger has served as Executive Vice President of Brand Marketing for VISA U.S.A., a provider of payment products and services. From June 1991 to May 1997, Ms. Saeger served in various positions at Foote, Cone & Belding San Francisco, an advertising agency, including Senior Vice President, Group Management Supervisor and Director of Account Management. From June 1980 to April 1991, Ms. Saeger worked at Ogilvy and Mather New York, an advertising agency, where she held a variety of positions, including most recently, Senior Vice President, Group Director. Ms. Saeger received her B.A. from Muhlenberg College and M.B.A. from the Wharton School of Business, University of Pennsylvania. Robert J. Cresci has served on the Board of Directors since October 1999. Since 1990, Mr. Cresci has served as a Managing Director of Pecks Management Partners Ltd., which specializes in managing portfolios of public and private convertible securities for institutional clients. Mr. Cresci currently serves on the board of directors of Sepracor, Inc., Aviva Petrolium Ltd., Film Roman, Inc., Castle Dental Centers, Inc., j2 Global Communications, Inc., Candlewood Hotel Co. and SeraCara, Inc. Mr. Cresci is a graduate of the United States Military Academy at West Point and received an MBA from Columbia University. Classified Board Our certificate of incorporation provides for a classified board of directors consisting of three classes of directors, each serving staggered three-year terms. As a result, a portion of our board of directors will be elected each year. Marcelo A. Gumucio and Adam Wagner have been designated Class II directors whose terms expire at the 2001 annual meeting of stockholders. Peter Boit, John V. Balen and Rebecca Saeger have been designated as Class III directors whose terms expire at the 2002 annual meeting of stockholders. Robert H. Ewald, Thomas L. Rosch and Robert J. Cresci have been designated Class I directors whose terms will expire at the 2003 annual meeting of stockholders. This classification of the board of directors may delay or prevent a change in control of our company or in our management. Executive officers are appointed by the board of directors on an annual basis and serve until their successors have been duly elected and qualified. There are no family relationships among any of our directors, officers or key employees. Board Committees We established an audit committee and a compensation committee in July 1998. Our audit committee currently consists of Messrs. Balen, Wagner and Cresci. Among other duties, the audit committee reviews our internal accounting procedures and consults with and reviews the services provided by our independent auditors. Our compensation committee currently consists of Mr. Rosch and Ms. Saeger. The compensation committee reviews and recommends to the board of directors the compensation and benefits of our employees. 4 Director Compensation Except for our Chairman of the Board, we do not currently compensate our directors in cash for their service as members of the board of directors, although we reimburse our directors for expenses in connection with attendance at board of director and compensation committee meetings. We currently pay Mr. Gumucio $9,537 per month for his service as Chairman of the Board. In addition, we provide Mr. Gumucio with health coverage and other employee benefits, and have agreed to provide Mr. Gumucio and his dependents with continued health coverage until Mr. Gumucio reaches the age of 65. Under our stock option plan, directors are eligible to receive stock option grants at the discretion of the board of directors or other administrator of the plan. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, the Company believes that, during the fiscal year ended December 31, 2000, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were satisfied, except that Peter Boit and Paul Goldman each filed a Form 3 late and Adam Wagner filed a Form 4 late. 5 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The table below summarizes the compensation earned for services rendered to us in all capacities for the fiscal years ended December 31, 2000, December 31, 1999 and December 31, 1998 by our chief executive officer, our next three most highly compensated executive officers and our two most highly compensated former executive officers who earned more than $100,000 during the fiscal year ended December 31, 2000. These executives are referred to as the Named Executive Officers elsewhere in this document.
Long-Term Annual Compensation Compensation Awards ------------------ ------------- Securities Underlying Name and Principle Options All Other Position Year Salary($) Bonus($) (# of Shares) Compensation ------------------ ---- --------- -------- ------------- ------------ Robert H. Ewald......... 2000 $296,657 $100,000 928,906 $273,398(3) President and Chief Executive Officer 1999 227,169 125,000 1,626,250 862,084(4) 1998 -- -- -- -- Edward F. Malysz........ 2000 150,024 50,000 60,000 60,635(5) Vice President, General Counsel, Secretary 1999 73,235 70,500(9) 187,500 2,125(7) and Acting Chief Financial Officer 1998 -- -- -- -- Roderick M. Witmond..... 2000 166,500 54,000 85,000 66,955(6) Vice President, Business Development 1999 62,826 40,000(9) 187,500 1,425(7) 1998 -- -- -- -- Laurie L. Lindsey....... 2000 139,346 18,000 340,000 2,841(7) Vice President, Product Development 1999 -- -- -- -- 1998 -- -- -- -- Nicole Eagan............ 2000 115,001 46,668 -- 3,146(7) Vice President, Marketing and Sales(1) 1999 172,819 182,268(9) 62,500 1,448(7) 1998 128,750 28,000 35,000 -- Thomas J. Reinemer...... 2000 138,599 82,693 -- 50,404(8) Vice President, International(2) 1999 160,342 139,072(9) -- 2,860(7) 1998 128,750 28,000 35,000 --
-------- (1) Ms. Eagan served as Vice President, Marketing and Sales from July 1999 until May 2000 and as Vice President, Marketing and Business Development from May 1996 until July 1999. (2) Mr. Reinemer served as Vice President, International from March 1999 to September 2000 and as Vice President, Operations from August 1996 until March 1999 (3) Includes $270,523 for forgiveness of a portion of a loan and E-Stamp's contributions to its 401(k) plan in 2000 on behalf of Mr. Ewald. (4) Includes $860,000 for a stock bonus award and E-Stamp's contributions to its 401(k) plan in 1999 on behalf of Mr. Ewald. (5) Includes $58,008 for stock repurchased at a price exceeding the fair value of the stock at the date of repurchase and E-Stamp's contributions to its 401(k) plan in 2000 on behalf of Mr. Malysz. (6) Includes $63,408 for stock repurchased at a price exceeding the fair value of the stock at the date of repurchase and E-Stamp's contributions to its 401(k) plan in 2000 on behalf of Mr. Witmond. (7) Represents E-Stamp's contributions to its 401(k) plan on behalf of the Named Executive Officers. (8) Includes severance pay of $46,816 and E-Stamp's contributions to its 401(k) plan in 2000 on behalf of Mr. Reinemer. (9) Performance bonuses applicable to 1999 but paid in 2000 are shown as bonuses for 1999. 6 Option Grants in the Last Fiscal Year The following table sets forth information with respect to stock options granted to each of the Named Executive Officers in the fiscal year ended December 31, 2000, including the potential realizable value over the ten-year term of the options, based on assumed rates of stock appreciation of 5% and 10%, compounded annually, and based upon the fair market value at the date of grant as determined by the board of directors which was equal to the exercise price. These assumed rates of appreciation comply with the rules of the Securities and Exchange Commission and do not represent our estimate of future stock price. Actual gains, if any, on stock option exercises will be dependent on the future performance of our common stock. In the fiscal year ended December 31, 2000, we granted options to purchase up to an aggregate of 4,061,299 shares to employees, directors and consultants. All options were granted under our 1996 Stock Option and Restricted Stock Plan or our 1999 Stock Plan at exercise prices at or above the fair market value of our common stock on the date of grant. All options have a term of ten years. Optionees may pay the exercise price by cash, certified check, or delivery of already-owned shares of our common stock. The option shares vest pursuant to various schedules.
Individual Grants ------------------------------------------- Potential Realizable Value at Assumed Annual % of Total Rates of Stock Number of Options Price Securities Granted to Appreciation For Underlying Employees Exercise Option Term Options in Last Price Expiration ----------------- Name Granted(#) Fiscal Year ($/Share) Date 5%($) 10%($) ---- ---------- ----------- --------- ---------- ------- --------- Robert H. Ewald......... 14,500 0.36 12.31 2/18/10 112,277 284,533 35,500 0.87 12.31 2/18/10 274,886 696,615 878,906 21.64 0.75 2/18/09 330,212 798,047 Edward F. Malysz........ 9,000 0.22 12.31 2/18/10 69,689 176,607 1,000 0.02 12.31 2/18/10 7,743 19,623 16,571 0.41 1.47 9/18/10 15,307 38,791 33,429 0.82 1.47 9/18/10 30,879 78,254 Roderick M. Witmond..... 9,000 0.22 12.31 2/18/10 69,689 176,607 1,000 0.02 12.31 2/18/10 7,743 19,623 19,697 0.49 1.47 9/18/10 18,195 46,108 55,303 1.36 1.47 9/18/10 51,085 129,458 Laurie L. Lindsey....... 30,000 0.74 10.19 3/13/10 192,206 487,088 120,000 2.95 10.19 3/13/10 768,824 1,948,350 16,929 0.42 3.38 5/22/10 35,932 91,059 73,071 1.80 3.38 5/22/10 155,095 393,040 12,502 0.31 1.47 9/18/10 11,548 29,266 87,498 2.15 1.47 9/18/10 80,824 204,823 Nicole Eagan............ 14,000 0.34 12.31 2/18/10 108,406 274,721 16,000 0.39 12.31 2/18/10 123,892 373,967 Thomas J. Reinemer...... 17,500 0.43 12.31 2/18/01 135,507 343,402 2,500 0.06 12.31 2/18/01 19,358 49,057
7 Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values The following table describes for the Named Executive Officers their option exercises for the fiscal year ended December 31, 2000, and exercisable and unexercisable options held by them as of December 31, 2000. The "Value of Unexercised In-the-Money Options at December 31, 2000" is based on a value of $0.1875 per share, the fair market value of our common stock as of December 31, 2000, which was the closing price of our common stock on December 29, 2000, as reported on the NASDAQ stock market, less the per share exercise price, multiplied by the number of shares issued upon exercise of the option. All options were granted under our 1996 Stock Option and Restricted Stock Plan and our 1999 Stock Plan. The option shares vest pursuant to various schedules.
Number of Securities Underlying Value of Unexercised Unexercised Options At In-the-Money Options at Shares December 31, 2000(#) December 31, 2000($) Acquired on Value ------------------------- ------------------------- Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable ---- ----------- ----------- ----------- ------------- ----------- ------------- Robert H. Ewald......... -- $ -- 87,891 841,015 $ -- $ -- Edward F. Malysz........ -- -- 6,250 53,750 -- -- Roderick M. Witmond..... -- -- 9,375 75,625 -- -- Laurie L. Lindsey....... -- -- 23,750 316,250 -- -- Nicole Eagan............ -- -- -- -- -- -- Thomas J. Reinemer...... 10,938 88,024 -- -- -- --
Related Party Transactions E-Stamp entered into a merger agreement, an escrow agreement, and related agreements with Paul Goldman in connection with E-Stamp's acquisition of Infinity Logistics Corporation and Automated Logistics Corporation on May 23, 2000. Commencing in May 2000, the Company paid two automotive leasing companies an aggregate of $7,152.32 for two automobiles operated by Paul Goldman, its Vice President, Sales. In connection with the early exercise of stock options held by officers Bo Ewald, Ed Malysz, and Rod Witmond, E-Stamp extended secured loans in the form of promissory notes to each officer. The loans are secured pursuant to restricted stock purchase agreements and related letter agreements between E- Stamp and each officer. In October 2000, E-Stamp repurchased certain of the shares held by Messrs. Ewald, Malysz and Witmond, and reduced the principal amount remaining under the promissory notes. The principal amounts currently outstanding under the notes are $469,688, $70,313, and $56,250, respectively. Pursuant to a stock pledge agreement between E-Stamp and Marcelo Gumucio and Carole Gumucio and a stock pledge agreement between E-Stamp and Robert Ewald, as of April 9, 2001, E-Stamp has the right to repurchase 15,000 and 4,374 shares of E-Stamp common stock, respectively, upon an event of default under such agreements. The stock pledge agreements were entered into in connection with a $410,000 loan to Mr. Ewald and a $150,000 loan to the Gumucio's. The purpose of the loans was to pay the taxes incurred by both parties upon receipt of a 125,000 share stock bonus to Mr. Ewald and a 62,500 share stock bonus to Mr. Gumucio. The loans are forgivable over 8 quarterly periods commencing on August 18, 1999, so long as Mr. Ewald and Mr. Gumucio remain in the service of E-Stamp. E-Stamp has extended a loan to Robert Ewald pursuant to a Promissory Note dated January 14, 2000, and E-Stamp has entered into a related Stock Pledge Agreement with Mr. Ewald in connection therewith. E-Stamp retained the right to repurchase these shares in the event of default. During 2000, we paid Microsoft Corporation the aggregate sum of $2,762.557 pursuant to the terms of a marketing arrangement. Microsoft owns 5.3% of E- Stamp's issued and outstanding Common Stock. E-Stamp has entered into Change of Control Severance Agreements with each of its officers, which agreements provide for the payment of one year of base salary, continued health coverage for a one year period, the forgiveness of certain loans related to the early exercise of stock options and outplacement services. 8 E-Stamp provides each officer with a quarterly retention bonus if such officer remains employed by E-Stamp through the end of each quarter. Compensation Committee Interlocks and Insider Participation No member of the compensation committee serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee. On June 7, 2000, E-Stamp provided a relocation loan to Roderick Witmond in the original principal sum of $400,000. The loan is due and payable on the earlier of 90 days following the termination of his employment with E-Stamp or the fifth anniversary of the loan. The loan will be partially forgiven in the amount of $100,000 if Mr. Witmond remains employed by E-Stamp for the term of the loan and in the amount of $200,000 if Mr. Witmond's employment with the Company is terminated as a result of a reduction in force or business combination. The loan is secured by a deed of trust encumbering his residence. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT During 2000, E-Stamp paid Microsoft Corp. the sum of $2,762,557 pursuant to the terms of a marketing agreement. Microsoft owns 5.3% of the issued and outstanding E-Stamp common stock. The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of April 9, 2001 by (i) the Company's Chief Executive Officer, (ii) each of the four other most highly compensated executive officers of the Company during the year ended December 31, 2000, (iii) any individual that would have qualified for category (ii) had they be employed by the Company as an executive officer at year's end, and (iv) all those known by the Company to be beneficial owners of more than five percent of outstanding shares of the Company's Common Stock. This table is based on information provided to the Company or filed with the Securities and Exchange Commission by the Company's directors, executive officers and principal stockholders. Unless otherwise indicated in the footnotes below, and subject to community property laws where applicable, each of the named persons have sole voting and investment power with respect to the shares shown as beneficially owned. Unless otherwise indicated, the address for each stockholder listed in the following table is c/o E-Stamp Corporation, 2051 Stierlin Court, Mountain View, California 94043. Applicable percentage ownership in the following table is based on 38,150,657 shares of Common Stock outstanding as of the April 9, 2001.
Percentage of Number of Shares Name of Person or Entity Shares Outstanding (*) ------------------------ --------- -------------- Microsoft Corporation(1)............................ 2,026,225 5.3% Directors and Executive Officers: Robert H. Ewald(2).................................. 1,059,582 2.8% Thomas J. Reinemer.................................. 33,500 * Nicole Eagan........................................ 150,000 * Roderick M. Witmond(3).............................. 68,751 * Edward F. Malysz(4)................................. 77,161 * Laurie L. Lindsey................................... 94,375 * Marcelo A. Gumucio(5)............................... 451,212 1.2% John V. Balen(6).................................... 1,497,877 4.0% Thomas L. Rosch..................................... 2,780 * Peter G. Boit....................................... 500 * Adam Wagner(7)...................................... 741,192 1.9% Rebecca Saeger(8)................................... 20,833 0.1% Robert J. Cresci(9)................................. 727,448 1.9% All directors and executive officers as a group (15) persons(10)........................................ 6,113,566 16%
-------- * Less than 1% of the outstanding shares of common stock. 9 (1) The address for Microsoft Corporation is One Microsoft Way, Redmond, Washington 98502. (2) Includes 279,297 options exercisable within 60 days of April 9, 2001. (3) Includes 21,876 options exercisable within 60 days of April 9, 2001. (4) Includes 15,626 options exercisable within 60 days of April 9, 2001. (5) Includes 15,625 shares are exercisable within 60 days of April 9, 2001 and 163,225 shares are unvested and subject to a right of repurchase in favor of the Company, which right lapses over time. (6) These shares are beneficially owned by Canaan Equity, L.P. Mr. Balen is a principal of Canaan Partners. Mr. Balen disclaims beneficial ownership of these shares. (7) Includes 250,000 shares of common stock held by Wagner & Brown, Ltd., Mr. Wagner's former employer. Mr. Wagner has disclaimed beneficial ownership of these shares. Also: includes 62,500 shares of common stock held by Wagner Family Partnership VI, of which Mr. Wagner is a partner. Mr. Wagner has a 12.5% beneficial ownership of these shares. Includes 200,000 shares of common stock held in escrow and for which Mr. Wagner is an escrow agent. Wagner & Brown, Ltd. claims beneficial ownership of 38,280 shares and Wagner Family Partnership VI claims beneficial ownership of 9,560 shares. Includes 163,594 shares held by Wagner & Brown, Ltd., and 56,328 shares held by Wagner Family Partnership VI, in each case transferred by Unified Holdings, LLC. Mr. Wagner is a managing member of Unified Holdings, LLC. Includes 3,385 shares of common stock held by Wagner & Brown, Ltd. and 3,385 shares of common stock held by Wagner Family Partnership VI. Includes 2,000 shares held by Mr. Wagner's wife. (8) Includes 20,833 shares issuable upon exercise of options held by Ms. Saeger within 60 days of April 9, 2001. (9) Includes 96,968 shares of common stock held by the Declaration of Trust for Defined Benefit Plans of Zeneca Holdings Inc., 145,490 shares of common stock held by the Declaration of Trust for Defined Benefit Plans of ICI American Holdings Inc. and 484,990 shares held by the Delaware State Employees' Retirement Fund. Such funds are managed by Pecks Management Partners Ltd., of which Mr. Cresci is a Managing Director. Mr. Cresci disclaims beneficial ownership of these shares. (10) Includes 1,335,734 shares issued under the 1999 Stock Plan and 1996 Stock Option and Restricted Stock Plan which were vested and 163,225 shares which were unvested at April 9, 2001 and subject to a right of repurchase in favor of E-Stamp, which right lapses over time. Includes 472,632 shares issuable upon exercise of options within 60 days of April 9, 2001. Other Transactions We have entered into indemnification agreements with each of our executive officers and directors. We have granted options to our executive officers and some of our directors. We currently pay Marcelo Gumucio $9,537 per month for his service as Chairman of the Board. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Reference is made to "Related Party Transactions" at pages 9 and 10 of this filing. 10 SIGNATURES Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Mountain View, California, on the 30th day of April, 2001. E-STAMP CORPORATION By: /s/ Robert H. Ewald ----------------------------------- Robert H. Ewald President and Chief Executive Officer POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1934, this Amendment has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Robert H. Ewald President, Chief Executive April 30, 2001 ____________________________________ Officer and Director Robert H. Ewald (Principal Executive Officer) /s/ Edward F. Malysz Vice President and Acting April 30, 2001 ____________________________________ Chief Financial Officer Edward F. Malysz (Principal Financial and Accounting Officer), General Counsel and Secretary /s/ Marcelo A. Gumucio Chairman of the Board April 30, 2001 ____________________________________ Marcelo A. Gumucio /s/ John V. Balen Director April 30, 2001 ____________________________________ John V. Balen /s/ Thomas L. Rosch Director April 30, 2001 ____________________________________ Thomas L. Rosch /s/ Director April 30, 2001 ____________________________________ Peter Boit /s/ Adam Wagner Director April 30, 2001 ____________________________________ Adam Wagner /s/ Director April 30, 2001 ____________________________________ Rebecca Saeger /s/ Robert J. Cresci Director April 30, 2001 ____________________________________ Robert J. Cresci