UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
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): October 28, 2004
IMAGISTICS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16449 06-1611068
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) ID Number)
100 Oakview Drive
Trumbull, Connecticut 06611
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 365-7000
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(e) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition
On October 28, 2004, Registrant issued a press release announcing its
results of operations for its third fiscal quarter ended September 30, 2004 and
certain additional information. A copy of such press release is furnished as
Exhibit 99.1 to this Form 8-K Current Report.
Exhibit 99.1 includes a financial measure of the Company's sales revenue
excluding sales to Pitney Bowes Canada. Management believes this non-GAAP
financial measure provides useful information because sales to Pitney Bowes
Canada under a reseller agreement are at margins significantly below the margins
on the Company's direct customer sales. Management also believes it is useful to
analyze sales excluding sales to Pitney Bowes Canada in order to better evaluate
the effectiveness of our direct sales and marketing initiatives, and pricing
policies. Exhibit 99.1 also contains a measure of the Company's free cash flow,
which is defined as net cash provided by operating activities minus capital
expenditures, a measure of the Company's Earnings Before Interest, Taxes,
Depreciation and Amortization (EBITDA). Management believes these non-GAAP
financial measures are meaningful to investors in evaluating our ability to meet
our future debt requirements and to fund capital expenditures and working
capital requirements.
The information in this report, including Exhibit 99.1, is furnished
pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the
liabilities set forth in that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Securities Exchange Act.
Item 9.01. Financial Statements and Exhibits
(c) The following exhibit is furnished as a part of this Form 8-K Current
Report:
Exhibit No. Description
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99.1 Press Release of Imagistics International Inc., dated
October 28, 2004.
SIGNATURES
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.
Date: October 28, 2004 IMAGISTICS INTERNATIONAL INC.
(Registrant)
By: /s/ MARK S. FLYNN
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Name: Mark S. Flynn
Title: Vice President, General Counsel
and Secretary