As filed with the Securities and Exchange
Commission on October 24, 2003 Registration No. 333-________
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
PITNEY BOWES INC.
(Exact name of registrant as specified in its charter)
----------------------------
Delaware 06-0495050
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
(203) 356-5000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------------------
Michele C. Mayes, Esq.
Senior Vice President and General Counsel
Pitney Bowes Inc.
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
Telephone: (203) 356-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
Copies of communications to:
Sarah Jones Beshar, Esq. Ronald R. Papa, Esq.
Davis Polk & Wardwell Proskauer Rose LLP
450 Lexington Avenue 1585 Broadway
New York, New York 10017 New York, New York 10036
(212) 450-4000 (212) 969-3000
----------------------------
Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of this Registration Statement as
the selling stockholders shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.|_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.|_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
----------------------------
CALCULATION OF REGISTRATION FEE
================================ ====================== ========================== ========================== ===================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
security to be registered registered offering price per share aggregate offering price registration fee
-------------------------------- ---------------------- -------------------------- -------------------------- -------------------
Common Stock, par value
$1.00 per share............. 595,485(1) $ 41.09 $ 24,468,479 $ 1,980
Rights to purchase Series
A Junior Participating
Preference Stock............ 2,978(2)
================================ ====================== ========================== ========================== ===================
(1) All of the shares of common stock offered hereby are being sold for the
account of selling stockholders. The registrant is filing this
registration statement for the benefit of the selling stockholders
pursuant to an agreement and plan of merger entered into by the
registrant and the selling stockholders.
(2) Represents rights attached to the common stock registered hereby, no
separate consideration will be received for these rights.
(3) Estimated solely for purposes of calculating the registration fee,
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
and based upon the average of the reported high and low prices per
share of the common stock as reported by the New York Stock Exchange on
October 23, 2003.
---------------------------------------
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
-------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED October 24, 2003
PROSPECTUS
----------
595,485 Shares
PITNEY BOWES INC.
Common Stock
----------------------------
This prospectus covers 595,485 shares of our common stock that may be
offered and sold from time to time by the selling stockholders named in this
prospectus. We will not receive any proceeds from the sale of the shares of
common stock covered by this prospectus.
The selling stockholders may, from time to time, offer their shares
through public or private transactions on or off the New York Stock Exchange at
prevailing market prices or at privately negotiated prices. The selling
stockholders may make sales directly to purchasers or through brokers, agents,
dealers or underwriters or through a combination of such methods. The selling
stockholders will bear all commissions and other compensation paid to brokers in
connection with the sale of their shares. The selling stockholders and any
broker-dealers, agents or underwriters that participate in the distribution of
our common stock may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, and any commission received by them and any
profit on the resale of the common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
This prospectus may also be used by those to whom the selling
stockholders may pledge, donate or transfer their securities and by other
non-sale transferees. The shares of our common stock held by or issuable to the
selling stockholders may also be sold under Rule 144 promulgated under the
Securities Act at such time as that rule becomes available with respect to the
shares, subject to compliance with the terms and conditions of the rule. See
"Plan of Distribution."
Our common stock is traded on the New York Stock Exchange under the
symbol PBI. On October 23, 2003, the closing sale price of our common stock was
$41.10 per share.
----------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
criminal offense.
----------------------------
The date of this prospectus is ______, 2003
-------------------
The information in this preliminary prospectus is not complete and may be
changed. The selling stockholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This preliminary prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any State where the
offer or sale is not permitted.
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS........................................................i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...........................ii
PITNEY BOWES INC.............................................................1
USE OF PROCEEDS..............................................................3
SELLING STOCKHOLDERS.........................................................4
DESCRIPTION OF COMMON STOCK..................................................6
PLAN OF DISTRIBUTION........................................................12
VALIDITY OF THE SECURITIES..................................................14
EXPERTS.....................................................................14
WHERE YOU CAN FIND MORE INFORMATION.........................................14
----------------------------------------------------
ABOUT THIS PROSPECTUS
This prospectus provides investors with a general description of the
common stock offered. The section "Plan of Distribution" beginning on page 13
provides a description of the sale of the common stock. When common stock are
actually sold, to the extent required, the number of common stock to be sold,
the purchase price, the public offering price, the names of any agent, dealer or
underwriter and any applicable commission or discount with respect to that
particular sale will be set forth in an accompanying prospectus supplement. A
prospectus supplement also may update or change information contained in the
basic prospectus. We expect that all relevant information about the shares will
be contained in this prospectus. In all cases, you should read this prospectus
(as it may be supplemented) together with the additional information described
in the section "Where You Can Find More Information".
You should rely only on the information contained or incorporated by
reference in this prospectus (as it may be supplemented). We have not, and the
selling stockholders have not, authorized anyone to provide you with information
that is different. If anyone provides you with different or inconsistent
information, you should not rely on it. The selling stockholders are offering to
sell, and seeking offers to buy, the common stock described in this prospectus
only in jurisdictions where offers and sales are permitted. Since information
that we file with the Securities and Exchange Commission, referred to as the SEC
in this prospectus, in the future will automatically update and supersede
information contained in this prospectus, you should not assume that the
information contained in this prospectus is accurate as of any date other than
the date on the front of this document.
Unless the context otherwise indicates, the terms "Pitney Bowes," "we"
and "our company" mean Pitney Bowes Inc. and Pitney Bowes' subsidiaries.
----------------------------------------------------
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We want to caution readers that any forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, referred to as the
Securities Act in this prospectus, and Section 21E of the Securities Exchange
Act of 1934, referred to as the Exchange Act in this prospectus, in this
prospectus and in the documents we incorporate by reference involve risks and
uncertainties which may change based on various important factors. These
forward-looking statements are those which talk about the company's or
management's current expectations as to the future and include, but are not
limited to, statements about the amounts, timing and results of possible
restructuring charges and future earnings. Words such as "estimate," "project,"
"plan," "believe," "expect," "anticipate," "intend," and similar expressions may
identify such forward-looking statements. Some of the factors which could cause
future financial performance to differ materially from the expectations as
expressed in any forward-looking statement made by or on our behalf include:
o changes in international or national political conditions,
including any terrorist attacks
o negative developments in economic conditions, including adverse
impacts on customer demand
o changes in postal regulations
o timely development and acceptance of new products
o success in gaining product approval in new markets where
regulatory approval is required
o successful entry into new markets
o mailers' utilization of alternative means of communication or
competitors' products
o the company's success at managing customer credit risk, including
risks associated with commercial passenger and cargo aircraft
leasing transactions
o changes in interest rates
o foreign currency fluctuations
o timing and execution of the restructuring plan
o timing and execution of the meter transition plan
o regulatory approvals and satisfaction of other conditions to
consummation of any acquisitions and integration of recent
acquisitions
o impact on mail volume resulting from current concerns over the use
of the mail for transmitting harmful biological agents
o third-party suppliers' ability to provide product components
o negative income tax adjustments for prior audit years and changes
in tax laws or regulations
o terms and timing of actions to reduce exposures and disposal of
assets in Capital Services segment
o continuing developments in the U.S. and foreign airline industry
o changes in pension and retiree medical costs.
ii
PITNEY BOWES INC.
Pitney Bowes Inc. was incorporated in the state of Delaware on April
23, 1920, as the Pitney-Bowes Postage Meter Company. Today, we are a provider of
leading edge global, integrated mail and document management solutions for
organizations of all sizes.
Pitney Bowes operates in three reportable segments: Global Mailing,
Enterprise Solutions and Capital Services. We operate both inside and outside
the United States. Additional information concerning Pitney Bowes is included in
the documents filed with the SEC and incorporated in this prospectus by
reference in "Where You Can Find More Information."
Global Mailing
Our Global Mailing segment includes worldwide revenue and related
expenses from the rental of postage meters and the sale, rental and financing of
mailing equipment, including mail finishing and software-based mail creation
equipment. We also include in this segment, software-based shipping,
transportation and logistics systems, related supplies and services, presort
mail services, postal payment solutions and supply chain solutions such as order
management and fulfillment support. We sell, rent or finance our products. We
sell our supplies and services. Some of our products are sold through dealers.
Products in this segment include postage meters, mailing machines,
address hygiene software, manifest systems, letter and parcel scales, mail
openers, mailroom furniture, folders, paper handling equipment, shipping
equipment, software-based shipping and logistics systems, presort machines and
postal payment solutions.
Enterprise Solutions
Our Enterprise Solutions segment comprises two divisions - Pitney Bowes
Management Services (PBMS) and Document Messaging Technologies (DMT). In this
segment, we sell, rent or finance our products, while we sell supplies and
services.
PBMS includes revenue and related expenses from facilities management
contracts for advanced mailing, secure mail services, reprographic, document
management and other high-value services. PBMS offers a variety of business
support services to our customers to manage copy, reprographic and mail centers,
facsimile, electronic printing and imaging services, and records management.
PBMS is a major provider of on- and off-site services which helps our customers
manage the creation, processing, storage, retrieval, distribution and tracking
of documents and messages in both paper and digital form.
DMT includes revenue and related expenses from the sale, service and
financing of high speed, software-enabled production mail systems, sorting
equipment, incoming mail systems, electronic statement, billing and payment
solutions, and mailing software.
We include our internal financial services operations in both the
Global Mailing and Enterprise Solutions segments. The internal financial
services operations provide lease financing for our products in the U.S.,
Canada, the United Kingdom, Germany, France, Norway, Ireland, Australia,
Austria, Spain, Italy, Switzerland and Sweden.
Capital Services
Our Capital Services segment consists of external financing for
non-Pitney Bowes equipment, including the strategic financing of third-party
equipment. It comprises primarily asset and fee-based income generated by
financing or arranging transactions of critical large-ticket customer assets.
1
In January 2003, we announced that we would stop active pursuit of, and
growth in, long-term Capital Services financing transactions, including
long-term financing of postal and related equipment. We will continue to provide
lease financing for our products through our internal financing operations.
In the past, we have directly financed or arranged financing for
commercial and non-commercial aircraft, real estate, over-the-road trucks and
trailers, locomotives, railcars, rail and bus facilities, office equipment and
high-technology equipment such as data processing and communications equipment.
----------------------------------------------------
The world headquarters of Pitney Bowes is located at One Elmcroft Road,
Stamford, Connecticut 06926-0700 (telephone: 203-356-5000). For information
about us, our products, services and solutions, visit www.pitneybowes.com. This
internet address is provided for information purposes only and the information
contained in our website does not constitute part of this prospectus.
2
USE OF PROCEEDS
All of the common stock being offered under this prospectus is being
sold by the selling stockholders. We will not receive any proceeds from the sale
of the shares of common stock described in this prospectus by the selling
stockholders.
3
SELLING STOCKHOLDERS
All of the 595,485 shares of common stock offered hereby were acquired
by the selling stockholders from us pursuant to an Agreement and Plan of Merger
dated August 22, 2003. Each share of common stock has one right to purchase
one-two-hundredth of a share of Pitney Bowes Inc. Series A Junior Participating
Preference Stock. The holders may from time to time offer and sell any and all
of the shares of common stock offered under this prospectus.
The following table sets forth, for each selling stockholder, the
amount of Pitney Bowes Inc. common stock beneficially owned, the number of
shares of common stock offered hereby and the number of shares of common stock
to be held and the percentage of outstanding common stock to be owned after
completion of this offering (assuming the sale of all shares offered under this
prospectus). All information contained in the table below is based upon
information provided to us by the selling stockholders, and we have not
independently verified this information. Because the selling stockholders may
sell all or a portion of our common stock that is being offered pursuant to this
prospectus, we are not able to estimate the amount of shares that will be held
by the selling stockholders after the completion of this offering because each
of the selling stockholders may sell all or some of its shares and because there
are no agreements, arrangements or understandings with respect to the sale of
any of the selling stockholders' shares (except that the DDD Company Employee
Stock Ownership Plan Trust has agreed not to sell any shares until January 31,
2005, other than under limited circumstances). None of the selling stockholders
has had any position, office or other relationship material to Pitney Bowes or
any of its affiliates within the past three years.
Number of Number of
Shares Shares Percent of
Beneficially Number of Beneficially Beneficial
Owned Before Shares Offered Owned After Ownership After
Name of Selling Stockholder Offering Hereby Offering Offering
--------------------------- ------------ -------------- ----------- --------------
DDD Company Employee Stock Ownership Plan Trust - 518,902 - -
Donald D. Dilks - 41,640 - -
John M. Mattingly - 15,311 - -
Thomas F. Lantry - 15,274 - -
Dana Robison - 1,339 - -
Diane Kelly - 1,339 - -
Roberta Frank - 471 - -
Richard Click - 385 - -
Ronald Potts - 242 - -
William Van Nest - 208 - -
Brenda Van Nest - 208 - -
Karen Rodenhausen - 108 - -
Advanced Research Ltd. Partnership - 58 - -
4
We have filed a registration statement with the SEC, of which this
prospectus forms a part, to permit the public resale of our common stock subject
to this prospectus from time to time under Rule 415 under the Securities Act.
Subject to the restrictions described in this prospectus, the selling
stockholders may offer our common stock being offered under this prospectus for
resale from time to time. In addition, subject to the restrictions described in
this prospectus, the selling stockholders identified above may sell, transfer or
otherwise dispose of all or a portion of our common stock being offered under
this prospectus in transactions exempt from the registration requirements of the
Securities Act. See "Plan of Distribution."
Private Placement of Pitney Bowes Inc. Common Stock
The common stock offered by the selling stockholders was acquired by
the selling stockholders pursuant to an Agreement and Plan of Merger dated
August 22, 2003, by and among Pitney Bowes Inc., Pitney Bowes Government
Solutions, Inc., a wholly owned subsidiary of Pitney Bowes Inc., DDD Company,
certain stockholders of DDD Company and LaSalle Bank, N.A., as Trustee of the
Trust for the DDD Company Employee Stock Ownership Plan ("Merger Agreement").
Pursuant to the Merger Agreement, DDD Company was merged with and into Pitney
Bowes Government Solutions, Inc. on October 23, 2003, with Pitney Bowes
Government Solutions, Inc. succeeding to all the rights and obligations of DDD
Company. The aggregate merger consideration paid by the Company to the
stockholders of DDD Company was approximately $49,500,000. One half of the
aggregate merger consideration was payable by delivery of 595,485 shares of
common stock of Pitney Bowes Inc.
In connection with the merger, we agreed to file a registration
statement registering the resale of shares of our common stock by the selling
stockholders and to keep such registration statement effective for a period of
two years. This prospectus also covers any additional shares of common stock
that become issuable in connection with the shares being registered by reason of
any stock dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration which results in an increase in the
number of our outstanding shares of common stock.
5
DESCRIPTION OF COMMON STOCK
The following description of the material terms of our common stock is
based on the provisions of our restated certificate of incorporation, as
amended. For more information as to how you can obtain a current copy of our
restated certificate of incorporation, see "Where You Can Find More
Information."
Subject to the rights of the holders of any of our preferred stock or
preference stock then outstanding, holders of common stock are entitled to one
vote per share on matters to be voted on by our stockholders and to receive
dividends, if any, when declared from time to time by our board of directors in
its discretion out of legally available funds. Upon our liquidation or
dissolution, holders of common stock are entitled to receive proportionately all
assets remaining after payment of all liabilities and liquidation preference on
any shares of preferred stock or preference stock outstanding at the time.
Holders of common stock have no preemptive or other subscription rights other
than the rights described below under "Stockholder Rights Agreement," and there
are no conversion rights or redemption or sinking fund provisions with respect
to common stock. As of September 30, 2003, there were approximately 232,872,309
shares of our common stock outstanding, net of 90,465,603 shares of treasury
stock, and approximately 21,827,148 shares reserved for issuance upon exercise
of outstanding stock options and conversion of our 4% preferred shares and $2.12
preference shares. All of our outstanding common stock is fully paid and
non-assessable, which means that the holders have paid their purchase price in
full and we may not ask them for additional funds, and all of the shares of
common stock that may be offered with this prospectus will be fully paid and
non-assessable when issued.
The transfer agent and registrar for our common stock is EquiServe
Trust Company, N.A.
Our common stock is listed on the New York Stock Exchange under the
ticker symbol "PBI".
Stockholder Rights Agreement
On December 11, 1995, we entered into a stockholder rights agreement.
The material provisions of that rights agreement are summarized below. However,
since the terms of our rights agreement are complex, this summary may not
contain all of the information that is important to you. For more information,
you should read the agreement, which is filed as an exhibit with the SEC. See
"Where You Can Find More Information" for information on how to obtain a copy.
Our rights agreement currently provides that each share of our
outstanding common stock has one right to purchase one-two-hundredth of a share
of our Series A Junior Participating Preference Stock. The purchase price per
one-two-hundredth of a share of preference stock under the stockholder rights
agreement is $97.50. The rights are not exercisable until they separate from the
common stock, as described below.
Initially, the rights under our rights agreement are attached to
outstanding certificates representing our common stock, but the rights will be
represented by separate certificates on the day 10 days after someone acquires
at least 20% of our common stock, or approximately 10 days after someone
commences a tender offer for at least 20% of our outstanding common stock.
After the rights separate from our common stock, certificates
representing the rights will be mailed to record holders of the common stock.
Once distributed, the rights certificates alone will represent the rights. All
shares of our common stock issued prior to the date the rights separate from the
common stock have been and will be issued with the rights attached. Until the
rights separate from the common stock, each right will be transferable only with
the related share of common stock. The rights will expire on February 20, 2006
unless we redeem or exchange them earlier.
If an acquiring person obtains or has the right to obtain at least 20%
of our common stock and none of the events described in the next paragraph have
occurred, then each right will entitle the holder to purchase for $97.50 a
number of shares of our common stock having a then current market value of
$195.00.
6
If an acquiring person obtains or has the right to obtain at least 20%
of our common stock, then each right will entitle the holder to purchase for
$97.50 a number of shares of common stock of the acquiring person having a then
current market value of $195.00 if any of the following occurs:
o we merge into another entity;
o an acquiring entity merges into us; or
o we sell 50% or more of our assets or earning power.
Under our rights agreement, any rights that are or were owned by an
acquiring person of more than 20% of our outstanding common stock will be null
and void.
Our rights agreement contains exchange provisions which provide that
after an acquiring person obtains 20% or more, but less than 50%, of our
outstanding common stock, our board of directors may, at its option, exchange
all or part of the then outstanding and exercisable rights for shares of our
common stock, at an exchange ratio of one share of common stock or
one-two-hundredth of a share of Series A Junior Participating Preference Stock
per right.
Our board of directors may, at its option, redeem all of the
outstanding rights at a redemption price of $0.005 per right, subject to
adjustment, prior to the earlier of (1) the time that an acquiring person
obtains 20% or more of our outstanding common stock, or (2) the final expiration
date of the rights agreement. The ability to exercise the rights will terminate
upon the action of our board of directors ordering the redemption of the rights,
and the only right of the holders of the rights will be to receive the
redemption price.
Holders of rights will have no rights as stockholders, such as the
right to vote or receive dividends, simply by virtue of holding the rights. The
rights agreement includes anti-dilution provisions designed to prevent efforts
to diminish the effectiveness of the rights.
For so long as the rights are redeemable, we may amend the rights
agreement in any respect. At any time when the rights are no longer redeemable,
we may amend the rights in any respect that does not adversely affect the
holders of rights.
Our rights agreement contains provisions that have anti-takeover
effects. The rights may cause substantial dilution to a person or group that
attempts to acquire us without conditioning the offer on a substantial number of
rights being acquired, redeemed or declared invalid. Accordingly, the existence
of the rights may deter acquirors from making takeover proposals or tender
offers. However, the rights are not intended to prevent a takeover, but rather
are designed to enhance the ability of our board of directors to negotiate with
an acquiror on behalf of all of the stockholders.
Limitation of Liability and Indemnification Matters
Our certificate of incorporation provides that a director of Pitney
Bowes will not be liable to Pitney Bowes or its stockholders for monetary
damages for breach of fiduciary duty as a director, except in certain cases
where liability is mandated by the Delaware General Corporation Law.
Our certificate of incorporation also provides for indemnification, to
the fullest extent permitted by the Delaware General Corporation Law, of any
person made or threatened to be made a party to any action, suit or proceeding
by reason of the fact that the person is or was a director or officer of Pitney
Bowes, or, at the request of Pitney Bowes, serves or served as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, against all expense, liability and loss
(including attorneys' fees, judgments, fines, Employee Retirement Income
Security Act excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by that person in connection with
the action, suit or proceeding. Our certificate of incorporation also provides
that, to the extent authorized from time to time by our board of directors,
Pitney Bowes may provide to employees and other agents of Pitney Bowes rights of
indemnification and to receive
7
payment or reimbursement of expenses, including attorneys' fees, that are
similar to the rights conferred by the certificate of incorporation on directors
and officers of Pitney Bowes or persons serving at the request of Pitney Bowes
as directors, officers, employees or agents of any other enterprise.
Section 203 of the Delaware General Corporation Law
Section 203 of the Delaware General Corporation Law applies to Pitney
Bowes. In general, Section 203 prohibits a publicly held Delaware corporation
from engaging in a "business combination" with an "interested stockholder," as
defined in Section 203, for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes a merger, asset sale or a transaction resulting in a
financial benefit to the interested stockholder. An "interested stockholder,"
as defined in Section 203, is a person who, together with affiliates and
associates, owns (or, in certain cases, within the preceding three years, did
own) 15% or more of the corporation's outstanding voting stock. Under Section
203, a business combination between Pitney Bowes and an interested stockholder
is prohibited unless it satisfies one of the following conditions:
o before the stockholder became an interested stockholder, the
board of directors of Pitney Bowes must have approved either the
business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;
o upon consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of Pitney
Bowes outstanding at the time the transaction commenced,
excluding, for purposes of determining the number of shares
outstanding, shares owned by persons who are directors and
officers; or
o the business combination is approved by the board of directors of
Pitney Bowes and authorized at an annual or special meeting of
the stockholders by the affirmative vote of at least 66 2/3% of
the outstanding voting stock which is not owned by the interested
stockholder.
See also "Certain Anti-Takeover Matters-Vote Required for Certain
Business Combinations" below for information about provisions in our certificate
of incorporation that impose requirements similar to those of Section 203.
Certain Anti-Takeover Matters
Our certificate of incorporation and by-laws include a number of
provisions that may have the effect of encouraging persons considering
unsolicited tender offers or other unilateral takeover proposals to negotiate
with our board of directors rather than pursue non-negotiated takeover attempts.
These provisions include:
Vote Required for Certain Business Combinations. Our certificate of
incorporation generally requires the affirmative vote of the holders of at least
80% of the voting power of the then outstanding shares of capital stock of
Pitney Bowes entitled to vote generally in the election of directors, which we
call "voting stock," voting together as a single class, in addition to any other
affirmative vote required by law or the certificate of incorporation, to
approve:
o any merger or consolidation of Pitney Bowes or any of its
subsidiaries with an "interested stockholder," as defined in the
certificate of incorporation and described below, or any other
corporation which is, or after the merger or consolidation would
be, an affiliate of an interested stockholder;
o any sale, lease, exchange, mortgage, pledge, transfer or other
disposition to or with any interested stockholder or any
affiliate of any interested stockholder of any assets of Pitney
Bowes or any of its subsidiaries having an aggregate fair market
value of $50,000,000 or more;
8
o the issuance or transfer by Pitney Bowes or any of its
subsidiaries of any securities of Pitney Bowes or any of its
subsidiaries to any interested stockholder or any affiliate of
any interested stockholder in exchange for cash, securities or
other property having an aggregate fair market value of
$50,000,000 or more;
o the adoption of any plan or proposal for the liquidation or
dissolution of Pitney Bowes proposed by or on behalf of an
interested stockholder or any affiliate of any interested
stockholder; or
o any reclassification of securities or recapitalization of Pitney
Bowes, or any merger or consolidation of Pitney Bowes with any of
its subsidiaries or any other transaction which has the effect of
increasing the proportionate share of the outstanding shares of
any class of equity or convertible securities of Pitney Bowes or
any of its subsidiaries which is directly or indirectly owned by
any interested stockholder or any affiliate of any interested
stockholder.
An "interested stockholder" means any person, other than Pitney Bowes
or any of its subsidiaries, who or which:
o beneficially owns, directly or indirectly, more than 20% of the
voting power of the outstanding shares of voting stock;
o is an affiliate of Pitney Bowes and at any time within the
two-year period immediately before the date in question
beneficially owned, directly or indirectly, 20% or more of the
voting power of the then outstanding voting stock; or
o is the assignee of any shares of voting stock which were at any
time within the two-year period immediately before the date in
question beneficially owned by an interested stockholder, if the
assignment of those shares occurred in the course of a
transaction or series of transactions not involving a public
offering within the meaning of the Securities Act.
The special voting requirement described above will not apply to a
transaction of any of the kinds described above, and that transaction will
require only any affirmative vote that is required by law and any other
provisions of our certificate of incorporation, if either:
o a majority of our "disinterested directors" approve the
transaction; "disinterested director" means any director who is
unaffiliated with the interested stockholder and was a member of
the board of directors before the interested stockholder became
an interested stockholder, and any successor of a disinterested
director who is unaffiliated with the interested stockholder and
is recommended to succeed the disinterested director by a
majority of disinterested directors then on the board; or
o all of the following conditions are met:
- the aggregate amount of the cash and the fair market value as
of the date of consummation of the transaction of
consideration other than cash to be received per share by
holders of common stock in the transaction is at least equal
to the higher of the following: (a) the highest per share
price paid by the interested stockholder for any shares of
common stock acquired by it within the two-year period
immediately before the first public announcement of the
proposal of the transaction, which we call the "announcement
date," or in the transaction in which it became an interested
stockholder, whichever is higher, and (b) the fair market
value per share of common stock on the announcement date or
the date on which the interested stockholder became an
interested stockholder, whichever is higher;
- the aggregate amount of the cash and the fair market value as
of the date of consummation of the transaction of
consideration other than cash to be received per share by
holders of shares of any other class of outstanding voting
stock is at least equal to the highest of the following:
(a) the highest per share price paid by the interested
stockholder for any shares of that class of voting
9
stock acquired by it within the two-year period immediately
before the announcement date or in the transaction in which
it became an interested stockholder, whichever is higher;
(b) the highest preferential amount per share to which the
holders of shares of that class of voting stock are entitled
upon any voluntary or involuntary liquidation, dissolution or
winding up of Pitney Bowes; and (c) the fair market value per
share of that class of voting stock on the announcement date
or the date on which the interested stockholder became an
interested stockholder, whichever is higher;
- the consideration to be received by holders of a particular
class of outstanding voting stock will be in cash or in the
same form as the interested stockholder has previously paid
for shares of that class of voting stock; if the interested
stockholder has paid for shares of any class of voting stock
with varying forms of consideration, the consideration for
that class will be either cash or the form used to acquire
the largest number of shares of that class previously
acquired by it;
- after the interested stockholder has become an interested
stockholder and before the consummation of the transaction:
(a) except as approved by a majority of the disinterested
directors, Pitney Bowes has not failed to declare and pay at
the regular date any full quarterly dividends on the
outstanding preferred stock or preference stock; (b) except
as approved by a majority of the disinterested directors,
Pitney Bowes has not reduced the annual rate of dividends on
the common stock or failed to increase that rate to reflect
any reclassification of the outstanding shares of common
stock, including any reverse stock split; (c) the interested
stockholder has not become the beneficial owner of any
additional shares of voting stock except as part of the
transaction which results in the interested stockholder
becoming an interested stockholder;
- after the interested stockholder has become an interested
stockholder, the interested stockholder has not received the
benefit, except proportionately as a stockholder, of any
loans, advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages
provided by Pitney Bowes; and
- a proxy or information statement describing the proposed
transaction and complying with the requirements of the
Exchange Act and the rules and regulations under that Act has
been mailed to public stockholders of Pitney Bowes at least
30 days before the consummation of the transaction, whether
or not the proxy or information statement is required to be
mailed under that Act.
Classified Board of Directors. Our certificate of incorporation
provides for a board of directors divided into three classes, with one class to
be elected each year to serve for a three-year term. As a result, at least two
annual meetings of stockholders may be required for the stockholders to change a
majority of our board of directors. In addition, the stockholders of Pitney
Bowes can only remove directors, with or without cause, by the affirmative vote
of the holders of at least 80% of the outstanding shares of voting stock, voting
together as a single class. Except to the extent that the holders of preferred
stock and preference stock have the right to fill vacancies on the board of
directors in some circumstances, vacancies on our board of directors may be
filled only by our board of directors. The classification of directors and the
inability of stockholders to remove directors without the vote of at least 80%
of the outstanding shares of voting stock or to fill vacancies on the board of
directors make it more difficult to change the composition of our board of
directors, but promote a continuity of existing management.
Advance Notice Requirements. Our by-laws establish advance notice
procedures with regard to stockholder proposals relating to the nomination of
candidates for election as directors or other business to be brought before
meetings of stockholders of Pitney Bowes. These procedures provide that notice
of stockholder proposals of these kinds must be timely given in writing to the
Secretary of Pitney Bowes before the meeting at which the action is to be taken.
Generally, to be timely, notice of stockholder proposals other than nomination
of director candidates must be received at the principal executive offices of
Pitney Bowes not less than 90 days before an annual meeting at which the
proposals are to be presented, and notice of stockholder nominations of director
candidates to be presented at an annual or special meeting must be received not
later than (1) 90 days before the annual meeting or (2) the close of business on
the seventh day following the date on which notice of the special meeting is
first given to stockholders, as applicable. The notice must contain certain
information specified in the by-laws.
10
No Ability of Stockholders to Call Special Meetings. Our certificate of
incorporation and by-laws deny stockholders the right to call a special meeting
of stockholders, except to the extent that holders of preferred stock or
preference stock have the right to call a special meeting in some circumstances.
Our certificate of incorporation and by-laws provide that, except to that
extent, only the board of directors may call special meetings of the
stockholders.
No Written Consent of Stockholders. Our certificate of incorporation
requires all stockholder actions to be taken by a vote of the stockholders at an
annual or special meeting, and does not permit our stockholders to act by
written consent without a meeting.
Amendment of By-Laws and Certificate of Incorporation. Our certificate
of incorporation requires the approval of not less than 80% of the voting power
of all outstanding shares of voting stock, voting as a single class, to amend
any of the provisions of the certificate of incorporation and by-laws described
in this section. Those provisions make it more difficult to dilute the
anti-takeover effects of our by-laws and our certificate of incorporation.
Blank Check Preferred and Preference Stock. Our certificate of
incorporation provides for 600,000 authorized shares of preferred stock and
5,000,000 authorized shares of preference stock. The existence of authorized but
unissued shares of preferred and preference stock may enable the board of
directors to render more difficult or to discourage an attempt to obtain control
of Pitney Bowes by means of a merger, tender offer, proxy contest or otherwise.
For example, if in the due exercise of its fiduciary obligations, the board of
directors were to determine that a takeover proposal is not in the best
interests of Pitney Bowes, the board of directors could cause shares of
preferred or preference stock to be issued without stockholder approval in one
or more private offerings or other transactions that might dilute the voting or
other rights of the proposed acquiror or insurgent stockholder or stockholder
group. In this regard, the certificate of incorporation grants our board of
directors broad power to establish the rights and preferences of authorized and
unissued shares of preferred and preference stock. The issuance of shares of
preferred or preference stock could decrease the amount of earnings and assets
available for distribution to holders of shares of common stock. The issuance
may also adversely affect the rights and powers, including voting rights, of
those holders and may have the effect of delaying, deterring or preventing a
change in control of Pitney Bowes.
11
PLAN OF DISTRIBUTION
We will not receive any of the proceeds of the sale of shares or our
common stock offered by this prospectus. The aggregate proceeds to the selling
stockholders from the sale of the shares of our common stock will be the
purchase price of the shares of our common stock less any discounts and
commissions. A selling stockholder reserves the right to accept and, together
with their agents, to reject, any proposed purchase of shares of our common
stock to be made directly or through agents.
The shares of our common stock may be sold from time to time to
purchasers:
o directly by the selling stockholders and their successors, which
includes their transferees, pledges, donees and other subsequent
holders of the securities covered by this prospectus and their
respective successors, or
o through underwriters, broker-dealers or agents who may receive
compensation in the form of discounts, concessions or commissions
from the selling stockholders or the purchasers of shares of our
common stock. These discounts, concessions or commissions may be
in excess of those customary in the types of transactions
involved.
The selling stockholders and any underwriters, broker-dealers or agents
who participate in the distribution of shares of our common stock may be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act.
Any selling stockholder which is a broker-dealer or an affiliate of a
broker-dealer will be deemed to be an "underwriter" within the meaning of
Section 2(11) of the Securities Act, unless such selling stockholder purchased
in the ordinary course of business, and at the time of its purchase of the
shares of our common stock to be resold, did not have any agreements or
understandings, directly or indirectly, with any person to distribute the shares
of our common stock. As a result, any profits on the sale of the shares of our
common stock by selling stockholders who are deemed to be underwriters and any
discounts, commissions or concessions received by any such broker-dealers or
agents who are deemed to be underwriters will be deemed to be underwriting
discounts and commissions under the Securities Act. Selling stockholders who are
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act will be subject to prospectus delivery requirements of the
Securities Act and to certain statutory liabilities, including, but not limited
to, those relating to Sections 11, 12 and 17 of the Securities Act and Rule
10b-5 under the Exchange Act. To our knowledge, none of the selling stockholders
who are broker-dealers or affiliates of broker-dealers, purchased the shares of
our common stock outside of the ordinary course of business or, at the time of
the purchase of the shares of our common stock, had any agreements or
understandings, directly or indirectly, with any person to distribute the
securities under this prospectus.
If the shares of our common stock are sold through underwriters or
broker-dealers, the selling stockholders will be responsible for underwriting
discounts or commissions or agent's commissions.
The shares of our common stock may be sold in one or more transactions
at:
o fixed prices;
o prevailing market prices at the time of sale;
o prices related to such prevailing market prices;
o varying prices determined at the time of sale; or
o negotiated prices.
12
These sales may be effected in transactions
o on any national securities exchange or quotation service on which
the debt securities and underlying common stock may be listed or
quoted at the time of the sale, including the New York Stock
Exchange in the case of the common stock;
o in the over-the-counter market;
o in privately restricted transactions, including, without
limitation, in any transactions otherwise than on such exchanges
or services or in the over-the-counter market; or
o through the writing of options, whether such options are listed on
an options exchange or otherwise through the settlement of short
sales.
The transaction may be effected by one or more of the following
methods.
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o purchases by a broker or dealer as principal, and the resale by
that broker or dealer for its account under to this prospectus,
including resale to another broker or dealer;
o block trades in which the broker or dealer will attempt to sell
securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction;\
o crosses, which are transaction in which the same broker acts as an
agent on both sides of the trade; or
o negotiated transactions between selling stockholders and
purchasers without a broker or dealer.
In connection with the distribution of their common stock or otherwise,
the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions. In connection with hedging transactions,
broker-dealers or other financial institutions may engage in short sales of our
common stock in the course of hedging the positions they assume with selling
stockholders. The selling stockholders may also sell our common stock short and
redeliver the shares to close out the short positions. The selling stockholders
may also enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to the broker-dealer or other
financial institution of shares of our common stock offered hereby, which shares
those broker-dealers or other financial institutions may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction). The selling
stockholders may also pledge their shares to a broker-dealer or other financial
institution, and, upon a default, that broker-dealer or other financial
institution may effect sales of the pledged shares pursuant to this prospectus
(as supplemented or amended to reflect that transaction).
At the time a particular offering of the securities is made, if
required, a prospectus supplement will be distributed, which will set forth the
names of the selling stockholders, the aggregate amount of common stock being
offered and the terms of the offering, including, to the extent required, (1)
the name or names of any underwriters, broker-dealers or agents, (2) any
discounts, commissions and other terms constituting compensation from the
selling stockholders and (3) any discounts, commissions or concessions allowed
or reallowed to be paid to broker-dealers.
To our knowledge, there are currently no plans, arrangements or
understandings between any selling stockholder and any underwriter,
broker-dealer or agent regarding the sale of shares of our common stock by the
selling stockholders.
We cannot assure you that any selling stockholder will sell any or all
of the shares of our common stock with this prospectus. Further, we cannot
assure you that any such selling stockholder will not transfer, devise or gift
13
the shares of our common stock by other means not described in this prospectus.
In addition, any common stock covered by this prospectus that qualify for sale
under Rule 144 or Rule 144A of the Securities Act may be sold under Rule 144 or
Rule 144A rather than under this prospectus. The shares of our common stock may
be sold in some states only through registered or licensed brokers or dealers.
In addition, in some states the shares of our common stock may not be sold
unless they have been registered or qualified for sale or the sale is entitled
to an exemption from registration.
The common stock offered by the selling stockholders was acquired by
the selling stockholders as consideration for the merger of DDD Company with and
into Pitney Bowes Government Solutions, Inc., a wholly-owned subsidiary of
Pitney Bowes Inc., on October 23, 2003. Pursuant to the Merger Agreement, the
selling stockholders exchanged their shares of stock of DDD Company for the
shares of common stock of Pitney Bowes Inc. offered hereby. In connection with
the merger, we agreed to file a registration statement registering the resale of
shares of our common stock by the selling stockholders and to keep such
registration statement effective for a period of two years. We have agreed to
pay substantially all of the expenses incidental to the registration, offering
and sale of the common stock by the selling stockholders to the public other
than commissions, fees and discounts of underwriters, brokers, dealers and
agents. The DDD Company Employee Stock Ownership Plan Trust has agreed not to
sell any shares until January 31, 2005, other than under limited circumstances.
VALIDITY OF THE SECURITIES
Unless otherwise specified in a prospectus supplement, the validity of
the shares of common stock in respect of which this prospectus is being
delivered will be passed on for us by Michele C. Mayes, Esq., Senior Vice
President and General Counsel of Pitney Bowes Inc., and by Proskauer Rose LLP,
1585 Broadway, New York, New York 10036.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K of Pitney Bowes Inc. for the year ended
December 31, 2002, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed this prospectus as part of a Registration Statement on
Form S-3 with the SEC. The Registration Statement contains exhibits and other
information that are not contained in this prospectus. If you want to review any
of these documents, you should obtain the documents by following the procedures
described in the paragraph below.
We file annual, quarterly and special reports and other information
with the SEC. You may read and copy any document we file at the SEC's Public
Reference Room located in Room 1024 at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. You may also read our SEC filings, including the complete
registration statement and all of the exhibits to it, through the SEC's web site
at http://www.sec.gov.
The SEC allows us to "incorporate by reference" much of the information
we file with them, which means that we can disclose important information to you
by referring you directly to those publicly available documents. The information
incorporated by reference is an important part of this prospectus. In addition,
information we file with the SEC in the future will automatically update and
supersede information contained in this prospectus.
We incorporate by reference the documents listed below and any filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of the initial registration statement until all of the securities
offered with this prospectus are sold:
14
o Our Annual Report on Form 10-K for the year ended December 31,
2002 (which incorporates by reference portions of our proxy
statement dated March 26, 2003).
o Our Proxy Statement dated March 26, 2003.
o Our Quarterly Reports on Form 10-Q for the quarters ended March
31, 2003 and June 30, 2003.
o Our Current Reports on Form 8-K filed January 30, 2003, March 19,
2003, April 17, 2003, July 21, 2003, August 25, 2003, and October
23, 2003.
o Our Form 8-A filed February 16, 1996 and Form 8-A/A filed January
16, 1998.
Information furnished under Items 9 and 12 of any of our Current
Reports on Form 8-K is not incorporated by reference in this prospectus or the
registration statement of which this prospectus is a part.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Pitney Bowes Inc.
World Headquarters
One Elmcroft Road
Stamford, Connecticut 06926-0700
Attn: Investor Relations
(203) 356-5000
15
===============================================================================
PITNEY BOWES INC.
595,485
Common Stock
-------------
PROSPECTUS
-------------
__________, 2003
===============================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
sale of the common stock being registered under the prospectus are as follows
(all amounts other than Securities and Exchange Commission registration fee are
estimated).
Securities and Exchange Commission
registration fee.................................. $ 1,980
Transfer agent's fees and expenses................... 5,000
Printing and engraving expenses...................... 3,000
Accounting fees and expenses......................... 10,000
Legal fees and expenses
(other than Blue Sky fees and expenses)........... 10,000
Miscellaneous........................................ 2,000
----------
Total....................................... $ 31,980
==========
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law allows for
indemnification of any person who has been made, or threatened to be made, a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he or she is or was serving as a director, officer, employee or agent of
the registrant or by reason of the fact that he or she is or was serving at the
request of the registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. In certain
circumstances, indemnity may be provided against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement if the person acted in
good faith and in the manner reasonably believed by him to be in, or not opposed
to, the best interests of the registrant and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In any proceeding by or in the right of the registrant, no
indemnification may be made if the person is found to be liable to the
corporation, unless and only to the extent the court in which the proceeding is
brought or the Delaware Court of Chancery orders such indemnification.
Section 102(b)(7) of the Delaware Corporation Law provides that a
certificate of incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. The
Company's Restated Certificate of Incorporation includes a provision limiting
such liability.
The Restated Certificate of Incorporation of the Company provides that
each person who was or is made a party to or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding"), by reason of the fact that he
or she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Company to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment),
II-1
against all expense, liability and loss (including attorneys' fees, judgments,
fines, Employee Retirement Income Security Act excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith and such indemnification shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and administrators.
Such right to indemnification is a contract right and includes the right to be
paid by the Company the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Company of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to such indemnity.
The foregoing statements are specifically made subject to the detailed
provisions of the Delaware General Corporation Law and the Restated Certificate
of Incorporation of the Company.
The Company has a directors and officers liability insurance policy
that will reimburse the Company for any payments that it shall make to directors
and officers pursuant to law or the indemnification provisions of its Restated
Certificate of Incorporation and that will, subject to certain exclusions
contained in the policy, further pay any other costs, charges and expenses and
settlements and judgments arising from any proceeding involving any director or
officer of the Company in his or her past or present capacity as such, and for
which he may be liable, except as to any liabilities arising from acts that are
deemed to be uninsurable.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
Item 16. Exhibits and Financial Statement Schedules.
Exhibit Incorporated By
Number Description of Exhibit Reference to Exhibit
------- ---------------------- --------------------
3.1 Restated Certificate of Incorporation Incorporated by
reference to Exhibit
3(a)(i) to Form 10-Q
as filed with the
Commission on August
14, 1996 (Commission
file number
001-03579)
3.2 Certificate of Amendment to the Incorporated by
Restated Certificate of Incorporation, reference to Exhibit
as amended December 18, 1997 3(a.i) to Form 10-K
as filed with the
Commission on March
27, 1998 (Commission
file number 001-03579)
3.3 By-laws, as amended Incorporated by
reference to Exhibit
(3)(ii) to Form 10-Q
as filed with the
Commission on November
16, 1998 (Commission
file number 001-03579)
4.1 Specimen of certificate representing Incorporated by
Pitney Bowes Inc.'s common stock reference to Exhibit
4.1 to Registration
Statement on Form S-3
(No. 333-72304) as
filed with the
Commission on October
26, 2001.
4.2 Preference Share Purchase Rights Incorporated by
Agreement dated December 11, 1995 reference to Exhibit
between the Registrant and 4 to Form 8-K as
Chemical Mellon Shareholder filed with the
Services, LLC., as Rights Agent, Commission on March
as amended 13, 1996.
(Commission file
number 001-03579)
II-2
Exhibit Incorporated By
Number Description of Exhibit Reference to Exhibit
------- ---------------------- --------------------
5 Legal Opinion of Proskauer Rose LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Michele C. Mayes, Esq.
23.3 Consent of Proskauer Rose LLP
(contained on Exhibit 5 of this
Registration Statement)
24 Power of Attorney (contained on the
signature page of this Registration
Statement)
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(A)(1). To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(B) For purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13 (a) or Section 15(d) of the Securities Exchange Act of 1934. (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 15 hereof
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses
II-3
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(D)(1) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford and State of Connecticut, on the 24th day of
October, 2003.
PITNEY BOWES INC.
By: /s/ Bruce P. Nolop
------------------
Name: Bruce P. Nolop
Title: Executive Vice President and
Chief Financial Officer
The Registrant and each person whose signature appears below
constitutes and appoints Michael J. Critelli, Bruce P. Nolop, and Joseph R.
Catapano, and any agent for service named in this Registration Statement, and
each of them singly, his, her or its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him, her or it
and in his, her or its name, place and stead, in any and all capacities, to sign
any registration statements and any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them singly, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
to all intents and purposes as he, she, or it might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Capacity Date
----------------------- ---------------------- ----------------
/s/ Michael J. Critelli Chairman and Chief October 24, 2003
----------------------- Executive Officer
Michael J. Critelli - Director (Principal
Executive Officer)
/s/ Bruce P. Nolop Executive Vice October 24, 2003
------------------ President and Chief
Bruce P. Nolop Financial Officer
(Principal Financial
Officer)
/s/ Joseph R. Catapano Controller October 24, 2003
---------------------- (Principal Accounting
Joseph R. Catapano Officer)
/s/ Linda G. Alvarado Director October 24, 2003
---------------------
Linda G. Alvarado
/s/ Colin G. Campbell Director October 24, 2003
---------------------
Colin G. Campbell
/s/ Jessica P. Einhorn Director October 24, 2003
----------------------
Jessica P. Einhorn
/s/ Ernie Green Director October 24, 2003
---------------
Ernie Green
II-5
/s/ Herbert L. Henkel Director October 24, 2003
---------------------
Herbert L. Henkel
/s/ James H. Keyes Director October 24, 2003
------------------
James H. Keyes
/s/ John S. McFarlane Director October 24, 2003
---------------------
John S. McFarlane
/s/ Eduardo R. Menasce Director October 24, 2003
----------------------
Eduardo R. Menasce
/s/ Michael I. Roth Director October 24, 2003
-------------------
Michael I. Roth
/s/ David L. Shedlarz Director October 24, 2003
---------------------
David L. Shedlarz
/s/ Robert E. Weissman Director October 24, 2003
----------------------
Robert E. Weissman
II-6
EXHIBIT 5
OPINION AND CONSENT OF PROSKAUER ROSE LLP
October 24, 2003__
Board of Directors of
Pitney Bowes Inc.
One Elmcroft Road
Stamford, CT 06926-0700
Ladies and Gentlemen:
You have requested our opinion in connection with the filing by Pitney Bowes
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission of a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Securities Act") with respect
to 595,485 shares of common stock, par value $1.00 per share, of the Company
(the "Shares").
We have participated in the preparation of the Registration Statement, and have
examined such records, documents and other instruments as we have deemed
relevant, and have discussed with representatives of the Company and such other
persons such questions of fact, as we have deemed proper and necessary as a
basis for rendering this opinion. We have also assumed without investigation the
authenticity of any document submitted to us as an original, the conformity to
originals of any document submitted to us as a copy, the authenticity of the
originals of such latter documents, the genuineness of all signatures and the
legal capacity of natural persons signing such documents.
Based on the foregoing, and in reliance thereon, we are of the opinion that the
Shares (to the extent issued and sold by the Company as described in the
Registration Statement) have been duly authorized and, when issued and delivered
as described in the Registration Statement, will be validly issued, fully paid
and non-assessable.
We express no opinion as to the laws of any jurisdiction other than the laws of
the State of New York, the General Corporation Law of the State of Delaware, and
the laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Validity of the Securities" in the Prospectus contained in the Registration
Statement. In so doing, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Proskauer Rose LLP
----------------------
Proskauer Rose LLP
i
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 28, 2003 relating to the
financial statements and the financial statement schedule, which appear in the
Pitney Bowes Inc. Annual Report on Form 10-K for the year ended December 31,
2002. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Stamford, CT
October 24, 2003
ii
EXHIBIT 23.2
CONSENT OF MICHELE C. MAYES, ESQ.
October 24, 2003
I hereby consent to the use of my name under the caption "Validity of
the Securities" in the Prospectus contained in the Registration Statement on
Form S-3 of Pitney Bowes Inc. The issuance of such a consent does not concede
that I am an "Expert" for purposes of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Michele C. Mayes
--------------------
Michele C. Mayes, Esq.
Senior Vice President and
General Counsel of Pitney Bowes Inc.
iii