According to the Company’s FORM 10-Q for the quarterly period ended September 30, 2007, in October 2004, the court issued an order regarding class certification in certain related matters. In December 2006, the U.S. Court of Appeals for the Second Circuit vacated that order, and determined that the related matters could not be certified as a class as currently defined. That appellate decision rendered uncertain whether The Company's proposed settlement could be finally approved and consummated, and, in June 2007, the proposed settlement was terminated. As a result, plaintiffs have filed an amended complaint and proposed an alternative class definition in related litigation.

As summarized by the Company’s FORM 10-Q for the quarterly period ended June 30, 2006, in April 2002, plaintiffs filed a consolidated amended class action complaint against the Company and certain of its current and former board members and/or officers. In July 2002, the Company moved to dismiss the consolidated amended class action complaint. In October 2002, pursuant to a stipulation and tolling agreement with plaintiffs, the Company’s current and former board members and/or officers were dismissed without prejudice. In February 2003, the court denied the Company’s motion to dismiss the consolidated amended class action complaint. In June 2003, the Company approved a proposed Memorandum of Understanding among the plaintiffs, issuers and insurers as to terms for a settlement of the litigation against the Company which was further documented in a Stipulation and Agreement of Settlement filed with the court. The proposed settlement terms would not require Stamps.com to make any payments. The proposed settlement was preliminarily approved by the court in February 2005, was the subject of fairness hearing in April 2006, but remains subject to final approval by the court which has not yet occurred.

In addition to the class action lawsuits against the Company, over 1,000 similar lawsuits have also been brought against over 250 companies which issued stock to the public in 1998, 1999, and 2000, and their underwriters. These lawsuits (including those naming the Company) followed publicized reports that the Securities and Exchange Commission was investigating the practice of certain underwriters in connection with initial public offerings. All of these lawsuits have been consolidated for pretrial purposes before United States District Court Judge Shira Scheindlin of the Southern District of New York. The Company has placed its underwriters on notice of the Company’s rights to indemnification, pursuant to the Company’s agreements with the underwriters, but under the terms of the proposed settlement, the Company cannot assert these claims except as a defense to a claim against the Company by the underwriters. The Company has also provided notice to its directors' and officers' insurers who have agreed to fund the proposed settlement.

The original complaint was filed against Stamps.com Inc. and several of its executive officers and directors. The complaint also names Credit Suisse First Boston Corporation, BancBoston Robertson Stevens, Inc., The Goldman Sachs Group, Inc. and Salomon Smith Barney, Inc. (collectively, the 'Underwriter Defendants') as defendants. The complaint charges defendants with violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 for issuing Registration Statements and Prospectuses that contained materially false and misleading information and failed to disclose material information. The Prospectuses were issued in connection with Stamps.com's IPO and Secondary Offering. The complaint alleges that the Prospectuses were false and misleading because each failed to disclose (i) The Underwriter Defendants' agreement with certain investors to provide them with significant amounts of restricted Stamps.com shares in the IPO and Secondary Offering in exchange for exorbitant and undisclosed commissions; and (ii) the agreement between the Underwriter Defendants and certain of its customers whereby the Underwriter Defendants would allocate shares in the IPO and Secondary Offering to those customers in exchange for the customers' agreement to purchase Stamps.com shares.