sc13gza
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Stamps.com Inc.
 
(Name of Issuer)
Common Stock
 
(Title of Class of Securities)
852857101
 
(CUSIP Number of Class of Securities)
Jim Black
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5840
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2008
 
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
(Continued on following pages)
     *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).
 
 

 

 

SCHEDULE 13G/A
(Amendment No. 4)
                     
CUSIP No.
  
852857101 
  

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Kevin Douglas
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,127,909 (1)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,708,450 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,708,450
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  9.49%(3)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1) Kevin Douglas and his wife, Michelle Douglas, hold 604,492 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 523,417 shares.
(2) Kevin Douglas has dispositive power with respect to 32,750 shares held by James E. Douglas, III and 547,791 shares held by the Douglas Family Trust.
(3) Based on 17,997,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2008, as reported in its quarterly report on
Form 10-Q for the quarter ended September 30, 2008.

Page 2 of 13

 

SCHEDULE 13G/A
(Amendment No. 4)
                     
CUSIP No.
  
030111108 
  

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Michelle Douglas
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,127,909 (1)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    1,127,909 (1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,127,909
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.27%(2)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1) Kevin Douglas and his wife, Michelle Douglas, hold 604,492 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 523,417 shares.
(2) Based on 17,997,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2008, as reported in its quarterly report on
Form 10-Q for the quarter ended September 30, 2008.

Page 3 of 13

 

SCHEDULE 13G/A
(Amendment No. 4)
                     
CUSIP No.
  
852857101 
  

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
James E. Douglas, III
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   32,750
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    32,750 (1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  32,750
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.18%(2)
     
12   TYPE OF REPORTING PERSON
   
  IN
(1) Kevin Douglas has dispositive power with respect to 32,750 shares held by James E. Douglas, III.
(2) Based on 17,997,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2008, as reported in its quarterly report on
Form 10-Q for the quarter ended September 30, 2008.

Page 4 of 13

 

SCHEDULE 13G/A
(Amendment No. 4)
                     
CUSIP No.
  
030111108 
  

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
K&M Douglas Trust (1)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   -0-
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   604,492 (2)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    604,492 (2)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  604,492 (2)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  3.35%(3)
     
12   TYPE OF REPORTING PERSON
   
  OO
(1) Kevin Douglas and Michelle Douglas are joint beneficiaries and co-trustees of the K&M Douglas Trust.
(2) Kevin Douglas and Michelle Douglas hold 604,492 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust.
(3) Based on 17,997,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2008, as reported in its quarterly report on
Form 10-Q for the quarter ended September 30, 2008.

Page 5 of 13

 

SCHEDULE 13G/A
(Amendment No. 4)
                     
CUSIP No.
  
852857101 
  

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
Douglas Family Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  5   SOLE VOTING POWER
     
NUMBER OF   547,791
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   -0-
       
WITH 8   SHARED DISPOSITIVE POWER
     
    547,791 (1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  547,791
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  3.04%(2)
     
12   TYPE OF REPORTING PERSON
   
  OO
(1) Kevin Douglas has dispositive power with respect to 547,791 shares held by the Douglas Family Trust.
(2) Based on 17,997,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2008, as reported in its quarterly report on
Form 10-Q for the quarter ended September 30, 2008.

Page 6 of 13

 

SCHEDULE 13G/A
(Amendment No. 4)
                     
CUSIP No.
  
852857101 
  

 

           
1   NAMES OF REPORTING PERSONS
I.R.S. Identification Nos. of above persons (entities only)
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   þ
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  5   SOLE VOTING POWER
     
NUMBER OF   523,417
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   -0-
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   523,417
       
WITH 8   SHARED DISPOSITIVE POWER
     
    -0-
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  523,417
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  2.91%(2)
     
12   TYPE OF REPORTING PERSON
   
  OO
(1) Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees.
(2) Based on 17,997,328 shares of the Issuer’s Common Stock outstanding as of October 31, 2008, as reported in its quarterly report on
Form 10-Q for the quarter ended September 30, 2008.

Page 7 of 13

 

Item 1.
  (a)   Name of Issuer:
Stamps.com Inc.
 
  (b)   Address of Issuer’s Principal Executive Offices:
12959 Coral Tree Place
Los Angeles, CA 90066
Item 2.
  (1)(a)    NAME OF PERSONS FILING:
Kevin Douglas
Michelle Douglas
James E. Douglas, III
 
  (b)   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
125 E. Sir Francis Drake Blvd., Ste 400
Larkspur, CA 94939
 
  (c)   CITIZENSHIP:
United States
 
  (d)   TITLE OF CLASS OF SECURITIES:
Common Stock
 
  (e)   CUSIP NUMBER:
852857101
 
  (2)(a)    NAME OF PERSONS FILING:
K&M Douglas Trust
Douglas Family Trust
James Douglas and Jean Douglas Irrevocable Descendants’ Trust
 
  (b)   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
125 E. Sir Francis Drake Blvd., Ste 400
Larkspur, CA 94939
 
  (c)   CITIZENSHIP:
California
 
  (d)   TITLE OF CLASS OF SECURITIES:
Common Stock
 
  (e)   CUSIP NUMBER:
852857101

Page 8 of 13

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
             
 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
            
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
            
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
            
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
            
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
            
 
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);
 
            
 
  (g)   o   A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);
 
            
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
            
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
            
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J)
     Not Applicable.

Page 9 of 13

 

Item 4.   Ownership
     Reference is made to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G/A and associated footnotes, which Rows and footnotes are incorporated by reference herein.
     As of the date of the event which required the filing of this Schedule 13G/A, the Reporting Persons held directly the following number of shares of the Issuer’s Common Stock:
         
    COMMON STOCK
REPORTING PERSON   DIRECTLY HELD
Kevin and Michelle Douglas, K&M Douglas Trust (1)(2)
     604,492  
 
Douglas Family Trust (3)
     547,791  
 
James Douglas and Jean Douglas Irrevocable Descendants’ Trust (4)
     523,417  
 
James E. Douglas, III (5)
     32,750  
 
        
 
Total
     1,708,450  
 
(1) Kevin Douglas has (i) shared voting and shared dispositive power with respect to all 604,492 shares he holds jointly with his wife, Michelle Douglas, as the beneficiaries and co-trustees of the K&M Douglas Trust; (ii) shared dispositive power with respect to all 32,750 shares held directly by James E. Douglas, III and all 547,791 shares held directly by the Douglas Family Trust pursuant to written authorizations; and (iii) shared voting and shared dispositive power, in his capacity as co-trustee, with respect to all 523,417 shares held directly by the James Douglas and Jean Douglas Irrevocable Descendants’ Trust.
(2) Michelle Douglas has (i) shared voting and shared dispositive power with respect to all 604,492 shares she holds jointly with her husband, Kevin Douglas, as the beneficiaries and co-trustees of the K&M Douglas Trust and (ii) shared voting and shared dispositive power, in her capacity as co-trustee, with respect to all 523,417 shares held directly by the James Douglas and Jean Douglas Irrevocable Descendants’ Trust.
(3) The Douglas Family Trust has sole voting power with respect to all 547,791 shares it holds directly and has shared dispositive power with Kevin Douglas with respect to all of such shares.
(4) The James Douglas and Jean Douglas Irrevocable Descendants’ Trust has sole voting and sole dispositive power with respect to all 523,417 shares it holds directly.
(5) James E. Douglas, III has sole voting power with respect to all 32,750 shares he holds directly and has shared dispositive power along with Kevin Douglas with respect to all of such shares
     Each of the reporting persons hereunder may be deemed a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or Rule 13d-5 promulgated under the Exchange Act with one or more of the other reporting

Page 10 of 13

 

persons hereunder. Although the reporting persons are reporting such securities as if they were members of a “group,” the filing of this Schedule 13G/A shall not be construed as an admission by any reporting person that such reporting person is a beneficial owner of any securities other than those directly or indirectly held by such reporting person.
Item 5.   Ownership of Five Percent or Less of a Class
     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
Item 6.   Ownership of More Than Five Percent on Behalf of Another Person
     Not applicable.
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
     See Item 4 of this Schedule 13G/A and the Joint Filing Agreement attached hereto as Exhibit A.
Item 9.   Notice of Dissolution of Group
     Not applicable.
Item 10.   Certification
     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 11 of 13

 

SIGNATURE
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.
         
     
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Kevin Douglas   
       
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Michelle Douglas   
       
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  James E. Douglas, III   
       
 
DOUGLAS FAMILY TRUST
 		  
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  James E. Douglas, Jr.   
  Title:  Trustee   
 
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Jean A. Douglas   
  Title:  Trustee   
 
 
K&M DOUGLAS TRUST
 		  
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Kevin Douglas   
  Title:  Trustee   
 
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Michele Douglas   
  Title:  Trustee   
 
 
JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST
 		  
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Kevin Douglas   
  Title:  Trustee   
 
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Michelle Douglas   
  Title:  Trustee   

Page 12 of 13

 

         
EXHIBIT A
JOINT FILING AGREEMENT
     This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Schedule 13G/A to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares of the Common Stock of Stamps.com Inc., is being filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
         
     
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Kevin Douglas   
     
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Michelle Douglas   
     
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  James E. Douglas, III   
 
 
DOUGLAS FAMILY TRUST
 		  
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  James E. Douglas, Jr.   
  Title:  Trustee   
 
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Jean A. Douglas   
  Title:  Trustee   
 
 
K&M DOUGLAS TRUST
 		  
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Kevin Douglas   
  Title:  Trustee   
     
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Michele Douglas   
  Title:  Trustee   
 
 
JAMES DOUGLAS AND JEAN DOUGLAS IRREVOCABLE DESCENDANTS’ TRUST
 		  
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Kevin Douglas   
  Title:  Trustee   
 
     Date: February 10, 2009  By:   /s/ Eileen Davis-Wheatman, as Attorney-in-Fact    
  Name:  Michelle Douglas   
  Title:  Trustee   
 

Page 13 of 13