SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PITNEY BOWES INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 06-0495050
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
World Headquarters, Stamford, Connecticut 06926-0700
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(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Preference Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On January 16, 1998, Pitney Bowes Inc. (the "Company")
effected a two-for-one stock split in the form of a 100% stock distribution to
stockholders of record on December 29, 1997. The following description of the
Company's preference share purchase rights gives effect to the adjustments
resulting from such split.
On December 11, 1995, the Board of Directors of the Company
declared a dividend of one preference share purchase right (a "Right") for each
outstanding share of common stock, par value $2.00 per share (the "Common
Shares"), of the Company. The dividend was paid on February 20, 1996 (the
"Record Date") to the stockholders of record on that date. Each Right originally
entitled the registered holder to purchase from the Company one one-hundredth of
a share of Series A Junior Participating Preference Stock, without par value
(the "Preference Shares"), of the Company at a price of $195.00 per one
one-hundredth of a Preference Share (the "Purchase Price"), subject to
adjustment. As a result of the stock split, (i) each Right currently entitles
the registered holder to purchase one two-hundredth of a Preference Share at a
price of $97.50 per one two-hundredth of a Preference Share, and (ii) the par
value of the Common Shares was reduced from $2.00 per share to $1.00 per share.
The description and terms of the Rights are set forth in a Rights Agreement,
dated as of December 11, 1995 (the "Rights Agreement"), between the Company and
Chemical Mellon Shareholder Services, L.L.C., as Rights Agent (the "Rights
Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") have acquired beneficial ownership of 20% or more of the
outstanding Common Shares or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights are
evidenced by the Common Share certificates.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating
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the Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on February 20, 2006 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are earlier
redeemed or exchanged by the Company, in each case, as described below. The
Purchase Price payable, and the number of Preference Shares or other securities
or property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preference Shares, (ii)
upon the grant to holders of the Preference Shares of certain rights or warrants
to subscribe for or purchase Preference Shares at a price, or securities
convertible into Preference Shares with a conversion price, less than the
then-current market price of the Preference Shares or (iii) upon the
distribution to holders of the Preference Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preference Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the fractions of a
Preference Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preference Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preference Share will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 200 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preference Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 200 times the payment made per Common Share.
Each Preference Share
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will have 200 votes, voting together with the Common Shares. Finally, in the
event of any merger, consolidation or other transaction in which Common Shares
are exchanged, each Preference Share will be entitled to receive 200 times the
amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preference Shares' dividend,
liquidation and voting rights, the value of the one two-hundredth interest in a
Preference Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right. In the event that any person or
group of affiliated or associated persons becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one Common
Share, or one two-hundredth of a Preference Share (or of a share of a class or
series of the Company's preference stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Preference Shares will be issued (other
than fractions which are integral multiples of one one-hundredth of a Preference
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preference Shares on the last trading day prior to the date
of exercise.
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At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.005 per Right (the "Redemption
Price"). The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower certain thresholds described above to not less
than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights may
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Company's Board of Directors, except
pursuant to an offer conditioned on a substantial number of Rights being
acquired. The Rights should not interfere with any merger or other business
combination approved by the Board of Directors since the Rights may be redeemed
by the Company at the Redemption Price prior to the time that a person or group
has acquired beneficial ownership of 20% or more of the Common Shares.
The Rights Agreement, specifying the terms of the Rights and
including the form of the Certificate of Designations setting forth the terms of
the Preference Shares as an exhibit thereto and the Certificate of Adjustment
dated as of January 16, 1998, are attached hereto as exhibits and are
incorporated herein by reference. The foregoing description of the Rights is
qualified in its entirety by reference to such exhibits.
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Item 2. Exhibits.
Location
1. Rights Agreement, dated as of December 11, 1995, Original
between Pitney Bowes Inc. and Chemical Mellon Filing
Shareholder Services, L.L.C., which includes the
form of Certificate of Designations setting
forth the terms of the Series A Junior
Participating Preference Stock, without par
value, as Exhibit A, the form of Right
Certificate as Exhibit B and the Summary of
Rights to Purchase Preference Shares as Exhibit C.
2. Certificate of Adjustment to the Rights Agreement This
dated as of January 16, 1998. Amendment
Page 9.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 16, 1998
PITNEY BOWES INC.
By: /s/ Amy C. Corn
Name: Amy C. Corn
Title: Corp. Sec. & Sr.
Assoc. Gen. Cnsl
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<PAGE>
EXHIBIT LIST
Exhibit No.
1. Rights Agreement, dated as of December 11, 1995, between Pitney Bowes
Inc. and Chemical Mellon Shareholder Services, L.L.C., which includes
the form of Certificate of Designations setting forth the terms of the
Series A Junior Participating Preference Stock, without par value, as
Exhibit A, the form of Right Certificate as Exhibit B and the Summary
of Rights to Purchase Preference Shares as Exhibit C.
2. Certificate of Adjustment dated as of January 16, 1998.
<PAGE>
CERTIFICATE OF ADJUSTMENT
This is to certify pursuant to Section 12 of the Rights Agreement,
dated as of December 11, 1995, between Pitney Bowes Inc., a Delaware corporation
(the "Company"), and Chemical Mellon Shareholder Services, L.L.C. (the "Rights
Agent") that:
I. Statement of Facts.
On October 6, 1997, the Company's Board of Directors declared a
two-for-one split of the shares of the Company's Common Stock, par value $2.00
per share (the "Common Shares"), to be effected in the form of a 100% stock
distribution (the "Distribution") on January 16, 1998 to holders of record of
the Company's issued Common Shares on December 29, 1997. As a result of the
stock split, the par value of the Common Shares was reduced from $2.00 to $1.00
per share.
II. Adjustments Pursuant to Rights Agreement.
Pursuant to the provisions of Sections 11(n) and 23(a) of the Rights
Agreement, certain adjustments to the fractions of a Preference Share (as
defined in the Rights Agreement) purchasable upon proper exercise of each Right
(as defined in the Rights Agreement) and to the Redemption Price (as defined in
the Rights Agreement) shall be effected as of January 16, 1998, as set forth
below:
1. Pursuant to Section 11(n) of the Rights Agreement, the
Rights are adjusted so that each Right shall, upon proper exercise,
entitle the holder to purchase one two-hundredth of a fully paid
non-assessable share of Series A Junior Participating Preference Stock.
2. Pursuant to Section 23(a) of the Rights Agreement, the
Redemption Price is adjusted to $0.005 per Right.
Dated effective this 16th day of January, 1998.
PITNEY BOWES INC.
By:/s/ Amy C. Corn
Name: Amy C. Corn
Title: Corp.Sec.& Sr Assoc.
General Counsel
