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): November 10, 2006
PITNEY BOWES INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State of Incorporation)
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1-3579
(Commission File No.)
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06-0495050
(IRS Employer Identification No.) |
World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (203) 356-5000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 8.01. Other Events.
On November 16, 2004, Pitney Bowes Inc. (the “Company”) filed a registration statement on Form
S-3 (No. 333-120525) (the “Registration Statement”) with the Securities and Exchange Commission
(the “Commission”), relating to the public offering, pursuant to Rule 415 under the Securities Act
of 1933, as amended, of up to $2,500,000,000 of debt securities, preferred stock, preference stock,
common stock, purchase contracts, depositary shares, warrants and units of the Company. On February
8, 2005, the Commission declared the Registration Statement, as amended by Amendment No. 1,
effective. The Registration Statement and the definitive prospectus contained therein are
collectively referred to as the “Prospectus”. On July 8, 2005, the Company filed a supplement to
the Prospectus, dated July 6, 2005 (the “Prospectus Supplement”), relating to its Global
Medium-Term Notes program.
On November 10, 2006, the Company made available to investors a pricing supplement, dated November
10, 2006, the Prospectus Supplement and the Prospectus, with respect to the issuance of
$500,000,000 aggregate principal amount of 5.25% Global Medium-Term Notes due 2037 (the “Notes”).
On November 10, 2006, the Company agreed to sell the Notes pursuant to the Distribution Agreement,
dated as of July 6, 2005, by and among the Company and the distributors named therein and the Terms
Agreement, dated November 10, 2006, by and among the Company and Barclays Capital Inc., Credit
Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated and The Williams Capital Group, L.P. (the “Terms Agreement”).
In connection with the issuance of the Notes, Gibson, Dunn & Crutcher LLP, counsel to the Company,
has delivered an opinion to the Company, dated November 16, 2006, regarding the legality of the
Notes upon issuance and sale thereof on November 17, 2006. A copy of the opinion as to legality is
attached as Exhibit 5.1 hereto. The Company also is filing a form of the global note representing
the Notes and a copy of the Terms Agreement as part of this Form 8-K. See “Item 9.01. Financial
Statements and Exhibits”.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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1(d)(1)
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Terms Agreement, dated November 10, 2006, by and
among the Company and Barclays Capital Inc., Credit
Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated and The Williams Capital
Group, L.P. |
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4(d)(1)
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Form of 5.25% Global Medium-Term Note due 2037 |
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP |