As filed with the Securities and Exchange Commission on June 11, 1996
Registration No. 33-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
World Headquarters, Stamford, Connecticut 06926-0700
(Address of Principal Executive Offices) (Zip Code)
_______________
1996 PITNEY BOWES EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
_______________
Douglas A. Riggs,
Vice President - General Counsel
Pitney Bowes Inc.
World Headquarters
Stamford, Connecticut 06926-0700
(Name and Address of Agent For Service)
(203) 356-5000
(Telephone Number, Including Area Code, of Agent For Service)
_______________
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered(2) Price Per Share(3) Offering Price(3) Fee
______________________________________________________________________________
Common Stock,
$2.00 par
value (1) 5,000,000 $49.0625 $245,312,500.00 $84,590.52
______________________________________________________________________________
(1) Includes one attached Preference Share Purchase Right.
(2) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(3) Estimated solely for purposes of calculating the registration fee.
Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering
price per share and the registration fee are based on the reported
average of the high and low prices for Pitney Bowes Inc. common stock on
the New York Stock Exchange on June 7, 1996.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been
filed by Pitney Bowes Inc. (the "Registrant") (Commission File
No. 1-3579) with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996; and
(c) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement
on Form 10, as revised by Form 8A filed February 16,
1996, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange subsequent
to the date of the filing of this registration statement and
prior to the filing of a post-effective amendment that
indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in the
registration statement and to be a part hereof from the date of
the filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement
contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part of this registration statement.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered hereby has
been passed upon for the Registrant by Douglas A. Riggs, Vice
President-General Counsel of the Registrant. Douglas A. Riggs
owns, and has options to purchase, Common Stock of the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
(the "DGCL") sets forth conditions and limitations governing
the indemnification of officers, directors, and other persons.
Article Eleventh of the Registrant's Restated
Certificate of Incorporation (the "Certificate") contains
certain indemnification and insurance provisions adopted
pursuant to authority contained in Section 145 of the DGCL.
The Registrant's Certificate provides that each person who was
or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter 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 Registrant or is or was serving at
the request of the Registrant 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 Registrant to the
fullest extent authorized by the DGCL, as the same exists or
may be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Registrant to
provide broader indemnification rights than said law permitted
the Registrant to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA 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;
provided, however, that, except as otherwise provided in the
Certificate, the Registrant shall indemnify any such person
seeking indemnification in connection with a proceeding (or
part hereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors
-2-<PAGE>
of the Registrant. The right to indemnification conferred in
the Certificate is a contract right and includes the right to
be paid by the Registrant the expenses incurred in defending
any such proceeding in advance of its final disposition;
provided, however, that, if the DGCL requires, the payment of
such expense 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 Registrant 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 be indemnified under the Certificate or
otherwise.
The Registrant's Certificate further provides that
the Registrant may purchase and maintain insurance at its
expense to protect itself and on behalf of any person who is or
was or has agreed to become a director, officer, employee or
agent of the corporation, or 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 against any liability asserted against him or her
and incurred by him or her or on his or her behalf in any such
capacity, or arising out of his or her status as such, whether
or not the Registrant would have the power to indemnify him or
her against such liability under the provisions of the
Certificate, provided that such insurance is available on
acceptable terms, which determination shall be made by the
Board of Directors.
-3-<PAGE>
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
_____________ ______________________
5 Opinion of Douglas A. Riggs as to legality of
the Common Stock being registered
23(a) Consent of Price Waterhouse L.L.P.
23(b) Consent of Douglas A. Riggs (included in
Opinion filed as Exhibit 5 hereto)
99 1996 Pitney Bowes Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 1
to the Registrant's Proxy Statement dated March
29, 1996, filed by the Registrant with the
Commission on March 28, 1996, pursuant to Rule
14a-6(b) of the Exchange Act).
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(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, as amended
(the "Securities Act"); (ii) to reflect in the prospectus any
facts or events arising after the effective date of the regis-
tration 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 regis-
tration statement; and (iii) to include any material informa-
tion 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; provided,
however, that clauses (i) and (ii) do not apply if the informa-
tion required to be included in a post-effective amendment by
those clauses is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the regis-
tration statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
-4-<PAGE>
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; and
(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. The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Secu-
rities Act, each filing of the Registrant's annual report pur-
suant to Section 13(a) or Section 15(d) of the Exchange Act
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 secu-
rities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities aris-
ing under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions described under Item 6 above or otherwise, the
Registrant has been advised that in the opinion of the Securi-
ties and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, there-
fore, unenforceable. In the event that a claim for indemnifi-
cation against such liabilities (other than the payment by the
Registrant of expenses 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 its counsel the matter has been settled by control-
ling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against pub-
lic policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
-5-<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly autho-
rized in the City of Stamford and State of Connecticut on this
11th day of June, 1996.
PITNEY BOWES INC.
By: /s/ Michael J. Critelli
______________________________
Michael J. Critelli
(Vice Chairman and Chief
Executive Officer)
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the fol-
lowing persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Michael J. Critelli Vice Chairman June 11, 1996
___________________________ and Chief Executive
Michael J. Critelli Officer-Director
/s/ Carmine F. Adimando Vice President- June 11, 1996
___________________________ Finance & Administration
Carmine F. Adimando and Treasurer (principal
financial officer)
/s/ Arlen F. Henock Vice President- June 11, 1996
___________________________ Controller and Chief
Arlen F. Henock Tax Counsel (principal
accounting officer)
/s/ Linda G. Alvarado Director June 11, 1996
___________________________
Linda G. Alvarado
/s/ Marc C. Breslawsky Director June 11, 1996
___________________________
Marc C. Breslawsky
-6-<PAGE>
Signature Title Date
/s/ William E. Butler Director June 11, 1996
___________________________
William E. Butler
/s/ Colin G. Campbell Director June 11, 1996
___________________________
Colin G. Campbell
/s/ George B. Harvey Director June 11, 1996
___________________________
George B. Harvey
/s/ Charles E. Hugel Director June 11, 1996
___________________________
Charles E. Hugel
/s/ David T. Kimball Director June 11, 1996
___________________________
David T. Kimball
/s/ Leroy D. Nunery Director June 11, 1996
___________________________
Leroy D. Nunery
Director June 11, 1996
___________________________
Michael I. Roth
/s/ Phyllis Shapiro Sewell Director June 11, 1996
___________________________
Phyllis Shapiro Sewell
/s/ Arthur R. Taylor Director June 11, 1996
___________________________
Arthur R. Taylor
-7-<PAGE>
EXHIBIT INDEX
_____________
EXHIBIT NUMBER EXHIBIT DESCRIPTION
______________ ___________________
5 Opinion of Douglas A. Riggs as to legality of
the Common Stock being registered
23(a) Consent of Price Waterhouse L.L.P.
23(b) Consent of Douglas A. Riggs (included in
Opinion filed as Exhibit 5 hereto)
99 1996 Pitney Bowes Employee Stock Purchase
Plan (incorporated herein by reference to
Exhibit 1 to the Registrant's Proxy Statement
dated March 29, 1996, filed by the Registrant
with the Commission on March 28, 1996,
pursuant to Rule 14a-6(b) of the Securities
Exchange Act of 1934, as amended).<PAGE>
EXHIBIT 5
[LETTERHEAD OF PITNEY BOWES INC.]
June 11, 1996
Pitney Bowes Inc.
World Headquarters
Stamford, CT 06926-0700
Ladies and Gentlemen:
I have acted as counsel to Pitney Bowes Inc., a Delaware
corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration
Statement") filed under the Securities Act of 1933, as amended,
relating to the issuance of up to 5,000,000 shares of Common
Stock, $2.00 par value per share (together with attached
Preference Share Purchase Rights, the "Common Stock"), of the
Company pursuant to the 1996 Pitney Bowes Employee Stock
Purchase Plan (the "Plan").
In connection with the foregoing, I have examined (a) the
Restated Certificate of Incorporation and By-laws, as amended,
of the Company, (b) the Plan, and (c) such records of the
corporate proceedings of the Company and such other documents
as I deemed necessary to render this opinion.
Based on such examination, I am of the opinion that the shares
of Common Stock available for issuance under the Plan, when
issued, delivered and paid for in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this Opinion as Exhibit 5 to
the Registration Statement and the reference to me in Item 5 of
Part II of the Registration Statement.
Very truly yours,
/s/ Douglas A. Riggs
Douglas A. Riggs<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated
January 29, 1996, which appears on page 41 of the 1995 Annual
Report to Stockholders of Pitney Bowes Inc., which is
incorporated by reference in Pitney Bowes Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1995. We also
consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page 18 of such
Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Stamford, Connecticut
June 11, 1996
