SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 4)(1)
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Stamps.com Inc.
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(Name of Issuer)
Common Stock, $.001 per share
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(Title of Class of Securities)
852857200
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(CUSIP Number)
Lloyd I. Miller, III, 4550 Gordon Drive, Naples, Florida, 34102
(Tel.) (239) 262-8577
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 24, 2006
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
Page 1 of 6 pages
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(1) 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 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).
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CUSIP No. 852857200 13D Page 2 of 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF-OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
826,994
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,074,576
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 826,994
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10 SHARED DISPOSITIVE POWER
1,074,576
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,901,570
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
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14 TYPE OF REPORTING PERSON*
IN-IA-OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6
Introduction
This constitutes Amendment No. 4 to the statement on Schedule 13D, filed on
behalf of Lloyd I. Miller, III ("Mr. Miller"), dated April 30, 2002, as amended
(the "Statement"), relating to the common stock, par value $0.001 per share (the
"Shares") of Stamps.com Inc., a Delaware corporation (the "Company"). Unless
specifically amended or modified hereby, the disclosure set forth in the
Statement shall remain unchanged.
Item 3. Source and Amount of Funds or Other Considerations
Item 3 of the Statement is hereby amended and restated in its entirety as
follows:
Mr. Miller is an investment advisor to the trustee of Trust A-4 and Trust C
(the "Trusts") pursuant to an Investment Advisory Agreement, dated April 1,
2002, by and between, Mr. Miller and PNC Bank, National Association. The Trusts
were created pursuant to an Amended and Restated Trust Agreement, dated
September 20, 1983 (the "Trust Agreement"). Pursuant to a Declaratory Judgment,
signed by the Honorable Wayne F. Wilke for the Court of Common Pleas, Probate
Division, Hamilton County, Ohio, on October 27, 1992, Trust A was split into
four separate trusts one of which was Trust A-4. All of the Shares purchased by
Trust A-4 were purchased by funds generated and held by Trust A-4. The aggregate
purchase price for the Shares in Trust A-4 was $3,763,485.28. All of the Shares
purchased by Trust C were purchased by funds generated and held by Trust C. The
aggregate purchase price for the Shares in Trust C was $3,440,100.28.
Mr. Miller is the manager of Milfam LLC, an Ohio limited liability company
established pursuant to the Operating Agreement of Milfam LLC, dated as of
December 10, 1996. Milfam LLC is the general partner of (i) Milfam I L.P.
("Milfam I"), a Georgia limited partnership established pursuant to the
Partnership Agreement for Milfam I L.P., dated December 11, 1996, and (ii)
Milfam II L.P. ("Milfam II") a Georgia limited partnership established, pursuant
to the Partnership Agreement for Milfam II L.P., dated December 11, 1996.
Milfam I: All of the Shares Mr. Miller is deemed to beneficially own as the
manager of the general partner of Milfam I were purchased with money contributed
to Milfam I by its partners or money generated and held by Milfam I. The
aggregate purchase price for the Shares in Milfam I was $334,400.00.
Milfam II: All of the Shares Mr. Miller is deemed to beneficially own as
the manager of the general partner of Milfam II were purchased with money
contributed to Milfam II by its partners or money generated and held by Milfam
II. The aggregate purchase price for the Shares in Milfam II was $2,834,414.05.
All of the Shares purchased by Mr. Miller on his own behalf, were purchase
with personal funds generated and held by Mr. Miller. The purchase price for the
Shares purchased by Mr. Miller, on his own behalf was $359,867.50.
Mr. Miller is the custodian to certain accounts created pursuant to the
Florida Uniform Gift to Minors Act ("UGMA"). One such account is for Alexandra
Miller ("Alex UGMA") and another is for Lloyd I. Miller, IV ("Lloyd IV UGMA" and
together with the Alex UGMA, the "Miller UGMA's"). All of the Shares Mr. Miller
is deemed to beneficially own in the Miller UGMA's were purchased with money
held by the Miller UGMA's. The aggregate purchase price for the Shares in the
Alex UGMA was $6,059.98. The aggregate purchase price for the Shares in the
Lloyd IV UGMA was $6,059.98.
Page 4 of 6
Kimberley S. Miller is Mr. Miller's former wife. All of the Shares Mr.
Miller is deemed to beneficially own, as Kimberley S. Miller's former spouse,
were purchased with personal funds held by Kimberley S. Miller. The aggregate
purchase price for the Shares Mr. Miller is deemed to beneficially own as
Kimberley S. Miller's former spouse was $2,942.90.
Mr. Miller shares investment and dispositive power over securities held by
Marli Miller in the Marli Miller Custodian Managed Account established pursuant
to a PNC Advisors Custody Agreement dated as of December 9, 2003 ("Marli
Managed"). All of the Shares held by Marli Managed were obtained pursuant to
distributions received from a grantor retained annuity trust.
Item 4. Purpose of the Transaction
Item 4 of the Statement is hereby amended by adding at the end thereof the
following:
As of February 6, 2006, Mr. Miller considers his beneficial ownership
reported herein of the 1,901,570 Shares as an investment in the ordinary course
of business. The purpose of this Amendment is to report that since the filing of
Amendment No. 3 to the Statement, dated November 29, 2005, a material change of
greater than one percent occurred in the percentage of Shares beneficially owned
by Mr. Miller.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and restated in its entirety as
follows:
(a) Mr. Miller beneficially owns 1,901,570 Shares which is 8.2% of the
23,306,579 outstanding Shares. Pursuant to Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended, the 23,306,579 outstanding Shares
is the sum of the following amounts: (i) 23,296,579 outstanding Shares as of
October 31, 2005 pursuant to the Company's Form 10-Q filed on November 9, 2005
and (ii) 10,000 immediately exercisable options.
As of the date hereof, 673,794 of such beneficially owned Shares are owned
of record by Trust A-4; 187,266 of such beneficially owned Shares are owned of
record by Trust C; 55,000 of such beneficially owned Shares are owned of record
by Milfam I L.P.; 488,977 of such beneficially owned Shares are owned of record
by Milfam II L.P.; 280,517 of such beneficially owned Shares are owned of record
by Mr. Miller directly (including options to purchase 10,000 Shares); 1,000 of
such beneficially owned Shares are owned of record by Lloyd IV UGMA; 1,000 of
such beneficially owned Shares are owned of record by Alexandra UGMA; 500 of
such beneficially owned Shares are owned of record by Kimberly S. Miller; and
213,516 of such beneficially owned Shares are owned of record by Marli Managed.
(b) Mr. Miller has or may be deemed to have shared voting and dispositive
power for all such shares held of record by Trust A-4, Trust C, Kimberly S.
Miller and Marli Managed. Mr. Miller has or may be deemed to have sole voting
and dispositive power for all such shares held of record by Milfam I L.P.,
Milfam II L.P., Lloyd IV UGMA, Alexandra UGMA, and Mr. Miller directly.
Page 5 of 6
(c) The table below details the transactions that were effected during the
past 60 Days.
MILFAM II L.P.
Number of Price How
Date of Transaction Shares Sold Per Share Transaction Effected
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December 5, 2005 3,721 $24.10 Open Market Sale
December 12, 2005 20,729 $24.3508 Open Market Sale
January 6, 2006 108,650 $25.0542 Open Market Sale
January 9, 2006 16,900 $25.9089 Open Market Sale
January 9, 2006 15,200 $26.0601 Open Market Sale
January 10, 2006 16,100 $26.2716 Open Market Sale
January 11, 2006 14,800 $26.4669 Open Market Sale
January 12, 2006 15,512 $26.6583 Open Market Sale
January 13, 2006 6,479 $26.81 Open Market Sale
January 19, 2006 6,909 $26.8952 Open Market Sale
January 20, 2006 3,400 $27.010 Open Market Sale
January 23, 2006 104 $27.01 Open Market Sale
January 24, 2006 19,016 $27.1022 Open Market Sale
January 25, 2006 1,225 $27.21 Open Market Sale
January 26, 2006 51,255 $27.5953 Open Market Sale
January 27, 2006 22,700 $28.1095 Open Market Sale
January 30, 2006 21,600 $28.4058 Open Market Sale
January 31, 2006 2,948 $28.5829 Open Market Sale
* All of the transactions listed in the above chart were effected pursuant to a
trading plan compliant with Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended.
** On December 7, 2005 a final annuity distribution was made pursuant to the
terms of a grantor retained annuity trust whereby Milgrat I (AAA) transferred to
Trust C 49,892 Shares, 30,616 Shares to Mr. Miller and 30,615 Shares to Marli
Managed.
(d) Other than Shares held directly by Mr. Miller, persons other than Mr.
Miller have the right to receive and the power to direct the receipt of
dividends from, or the proceeds from, the sale of the reported securities.
(e) Not applicable.
Page 6 of 6
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 7, 2006
/s/ Lloyd I. Miller, III
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Lloyd I. Miller, III