United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 3, 2001
PITNEY BOWES INC.
Commission File Number: 1-3579
State of Incorporation IRS Employer Identification No.
Delaware 06-0495050
World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000
Item 5 - Other Events.
The registrant's press release dated December 3, 2001 regarding the completed
spin-off of the company's office systems business.
Item 7 - Financial Statements and Exhibits.
c. Exhibits.
The following exhibits are furnished in accordance with the provisions of Item
601 of Regulation S-K:
Exhibit Description
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(1) Pitney Bowes Inc. press release dated December 3, 2001.
Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PITNEY BOWES INC.
December 3, 2001
/s/ B.P. Nolop
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B. P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ A.F. Henock
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A. F. Henock
Vice President - Finance
(Principal Accounting Officer)
Exhibit 1
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For Immediate Release
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PITNEY BOWES SPINS OFF IMAGISTICS
Company Distributes 100% of IGI Shares to PBI Stockholders
STAMFORD, Conn., December 3, 2001 - Pitney Bowes Inc. (NYSE:PBI) today announced
it has completed the spin-off of the company's office systems business as an
independent, publicly-traded company under the name Imagistics International
Inc. (NYSE:IGI). The company distributed 100% of the shares of Imagistics stock
to Pitney Bowes common stockholders via a special stock dividend.
Pitney Bowes common stockholders of record on November 19, 2001
received 0.08 shares of Imagistics stock for each Pitney Bowes share. Pitney
Bowes shareholders will receive whole shares of Imagistics and cash payments for
fractional shares. Stock certificates were not issued - holders were credited in
book-entry form through the Direct Registration System, which was administered
by the transfer agent.
"This divestiture maximizes the value of both Pitney Bowes and
Imagistics to our stockholders and customers," said Michael J. Critelli,
Chairman and CEO of Pitney Bowes. "It is also a key step in our aggressive
strategy to deliver leading-edge mail and document management solutions
globally. In the past year alone, we have made several strategic acquisitions
that further position Pitney Bowes as the global partner of choice for secure
and efficient mail and document management solutions and services, including the
recent acquisitions of Secap, the France-based mailing business; Danka Services
International, the imaging and document management services organization; and
Bell & Howell's International Mail and Messaging Technologies business in
Europe, Africa, Middle East and Asia."
Based on a ruling from the Internal Revenue Service, the dividend to
shareholders qualifies as tax-free for U.S. federal income tax purposes, except
to the extent cash is received in settlement of fractional shares.
Imagistics International offers comprehensive document imaging
solutions for the corporate and government markets through a national direct
sales and service organization. The company had revenues in excess of $600
million in 2000 and is headquartered in Trumbull, Connecticut.
Pitney Bowes is a $4 billion global provider of integrated mail and
document management solutions headquartered in Stamford, Connecticut. The
company serves over 2 million businesses of all sizes through dealer and direct
operations. For additional information on the company, its products and
solutions visit www.pitneybowes.com.
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# # #
The statements contained in this news release that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements may be identified by their use of forward-looking terminology such as
the words "expects," "projects," "anticipates," "intends" and other similar
words. Such forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those projected. These
risks and uncertainties include, but are not limited to: severe adverse changes
in the economic environment; changes in international or national political or
economic conditions; timely development and acceptance of new products or
gaining product approval; successful entry into new markets; changes in interest
rates; and changes in postal regulations, as more fully outlined in the
company's 2000 Form 10-K Annual Report filed with the Securities and Exchange
Commission. The forward-looking statements contained in this news release are
made as of the date hereof and we do not assume any obligation to update the
reasons why actual results could differ materially from those projected in the
forward-looking statements.
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