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. 3)(1)
Stamps.com Inc.
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(Name of Issuer)
Common Stock, $.001 per share
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(Title of Class of Securities)
852857101
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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)
November 21, 2005
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(Date of Event which Requires Filing of this
Statement)
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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).
CUSIP NO. 852857101 13D PAGE 2 of 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF-OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,254,339
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 994,569
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,143,216
10 SHARED DISPOSITIVE POWER
1,105,692
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,248,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
IN-IA-OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6
INTRODUCTION
This constitutes Amendment No. 3 (the "Amendment") 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"). The Company has its principal executive offices at 12959 Coral
Tree Place, Los Angeles, California 90066. 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 $5,023,674.45.
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
Page 4 of 6
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.
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.
Pursuant to an Irrevocable Trust Agreement MILGRAT I(AAA) ("MILGRAT I
(AAA))", dated as of December 8, 2003, Miller was named as the trustee to
MILGRAT I (AAA). All of the Shares Miller is deemed to beneficially own as
Trustee of MILGRAT I(AAA) were contributed to MILGRAT I (AAA) by its grantor,
Catherine C. Miller.
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 and restated in its entirety
as follows:
As of the date hereof, Mr. Miller considers his beneficial ownership
reported herein of the 2,248,908 Shares as an investment in the ordinary course
of business. From time to time, Mr. Miller may acquire additional securities of
the Company or dispose of all or some of the securities of the Company which he
beneficially owns and other then being a board member and engaging in activities
as a member of the board of directors, Mr. Miller does not have any plans or
proposals that relate to the matters described in Item 4 of Schedule 13D. The
purpose of this Amendment is to report that since the filing of Amendment No. 2
to the Statement, dated May 27, 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 2,248,908 Shares which is 9.6% 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; 137,374 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.; 836,315 of such beneficially owned Shares are owned of record
by Milfam II L.P.; 249,901 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;
182,901 of such beneficially owned Shares are owned of record by Marli Managed;
and 111,123 of such beneficially owned Shares are owned of record by MILGRAT I
(AAA).
Page 5 of 6
(b) Mr. Miller has or may be deemed to have shared voting 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 shared dispositive power for
all such shares held of record by Trust A-4, Trust C, Kimberly S. Miller, Marli
Managed and MILGRAT I (AAA). Mr. Miller has or may be deemed to have sole voting
power for all such shares held of record by Milfam I L.P., Milfam II L.P., Lloyd
IV UGMA, Alexandra UGMA, MILGRAT I (AAA), and Mr. Miller directly. Mr. Miller
has or may be deemed to have sole 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.
(c) The table below details the transactions that were effected during the
past 60 Days.
MILFAM II L.P. How
Date of Number of Price Transaction
Transaction Shares Sold Per Share Effected
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November 10, 2005 42,450 $21.9225 Open Market Sale
November 11, 2005 30,000 $22.2235 Open Market Sale
November 21, 2005 120,765 $23.1022 Open Market Sale
November 22, 2005 14,236 $24.004 Open Market Sale
November 23, 2005 12,864 $24.1418 Open Market Sale
(d) 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: November 29, 2005
/s/ Lloyd I. Miller, III
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Lloyd I. Miller, III