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 17, 2003
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 and Required FD Disclosure.
On December 18, 2003, Pitney Bowes Inc. (the "Company") issued a press release
announcing that it had amended its Rights Agreement, dated as of December 11,
1995, between the Company and EquiServe Trust Company, N.A., as successor Rights
Agent to Chemical Mellon Shareholder Services, L.L.C., as amended (the "Rights
Agreement"). The amendment provides that the Rights (as defined in the Rights
Agreement) will expire on February 20, 2004, two years earlier than the initial
expiration date of the Rights Agreement. A copy of the amendment is attached
hereto as Exhibit 4.4 and incorporated by reference into this Item 5. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated by
reference into this Item 5.
Item 7 - Financial Statements and Exhibits.
(c) Exhibits
Exhibit 4.4 Amendment to Rights Agreement, dated as of December 17, 2003, by
and between Pitney Bowes Inc. and EquiServe Trust Company, N.A.
(as successor Rights Agent to Chemical Mellon Shareholder
Services, L.L.C.).
Exhibit 99.1 Press release, dated December 18, 2003.
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 19, 2003
/s/ B.P. Nolop
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B. P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ J.R. Catapano
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J. R. Catapano
Controller
(Principal Accounting Officer)
Index to Exhibit
Exhibit Description
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4.4 Amendment to Rights Agreement, dated as of December 17, 2003, by
and between Pitney Bowes Inc. and EquiServe Trust Company, N.A.
(as successor Rights Agent to Chemical Mellon Shareholder Services,
L.L.C.).
99.1 Press release, dated December 18, 2003.
EXHIBIT 4.4
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AMENDMENT TO RIGHTS AGREEMENT
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AMENDMENT, dated as of December 17, 2003 (this "Amendment"), to the Rights
Agreement, dated as of December 11, 1995, between Pitney Bowes Inc., a Delaware
corporation (the "Company"), and EquiServe Trust Company, N.A. (as successor
Rights Agent to Chemical Mellon Shareholder Services, L.L.C.)
(the "Rights Agent").
Pursuant to Section 27 of the Rights Agreement, the Company may from time
to time supplement or amend the Rights Agreement in accordance with the
provisions of Section 27 thereof. All acts and things necessary to make this
Amendment a valid agreement, enforceable according to its terms, have been done
and performed, and the execution and delivery of this Amendment by the Company
and the Rights Agent have been in all respects duly authorized by the Company
and the Rights Agent.
In consideration of the foregoing and the mutual agreements
set forth herein, the parties agree as follows:
1. The Rights Agreement is hereby modified and amended by changing the date
set forth in Section 7 (defined as "Final Expiration Date") from
"February 20, 2006" to "February 20, 2004".
2. The Exhibits to the Rights Agreement shall be restated to reflect this
Amendment, including all necessary conforming changes.
3. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
4. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same instrument.
Terms not defined in this Amendment shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.
5. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in
the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first written above.
Attest: PITNEY BOWES INC.
By:/s/ Amy C. Corn By:/s/ B.P. Nolop
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Name: Amy C. Corn Name: Bruce P. Nolop
Title:Corporate Secretary Title:Executive Vice President and
Chief Financial Officer
Attest: EQUISERVE TRUST COMPANY, N.A.
(As Rights Agent)
By:/s/ John Piskadlo By:/s/ Thomas F. Tighe
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Name: John Piskadlo Name: Thomas F. Tighe
Title: Senior Account Manager Title: Managing Director
EXHIBIT 99.1
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Pitney Bowes Amends Stockholder Rights Plan
STAMFORD, Conn., December 18, 2003 - Pitney Bowes Inc. (NYSE: PBI)
announced today that it has amended its Stockholder Rights Plan to expire on
February 20, 2004, two years before the February 20, 2006 expiration date
initially provided under the plan.
Commenting on the decision, Pitney Bowes Chairman and Chief Executive
Officer Michael J. Critelli stated, "This action reflects the Board's
responsiveness to the wishes of our stockholders." A stockholder proposal
presented at the May 2003 annual meeting requesting that the rights either be
redeemed or voted upon by the stockholders received approximately 48 percent of
the votes outstanding and 63 percent of the votes cast by or on behalf of
stockholders. The proponent submitted a similar proposal for the Company's 2004
annual meeting which has now been withdrawn.
The Board of Directors retains the right to adopt a new stockholder
rights plan in the future to protect stockholder interests based upon changed
circumstances that may arise.
Pitney Bowes engineers the flow of communication. The company is a $4.4
billion global leader of integrated mail and document management solutions
headquartered in Stamford, Connecticut. For more information about the company,
its products, services and solutions, visit www.pitneybowes.com
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