As filed with the Securities and Exchange Commission on November 3, 1998
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PITNEY BOWES INC.
(Exact name of Registrant as specified in its charter)
Delaware 06-0495050
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
World Headquarters,
Stamford, CT 06926-0700
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
THE PITNEY BOWES AMENDED AND RESTATED 1991 STOCK PLAN
(Full Title of the Plan)
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Sara E. Moss,
Vice President and General Counsel
Pitney Bowes Inc.
World Headquarters
Stamford, CT 06926-0700
(203) 356-5000
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to be Registered to be Maximum Maximum Registration
Registered Offering Aggregate Fee
(2) Price Offering
Per Share Price (3)
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Common Stock,
$1.00 par value(1)... 18,000,000 $53.3125 $959,625,000 $266,775.75
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(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 October 28, 1998.
<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, 1997;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998 and the Registrant's Current
Report on Form 8-K filed September 25, 1998; 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.
<PAGE>
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock offered hereby has been passed upon for
the Registrant by Sara E. Moss, Vice President and General Counsel of the
Registrant. Sara E. Moss 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 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.
<PAGE>
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
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5 Opinion of Sara E. Moss as to legality of the Common Stock being
registered
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Sara E. Moss (included in Opinion filed as Exhibit 5
hereto)
99 The Pitney Bowes Amended and Restated 1991 Stock Plan (incorporated
herein by reference to Annex 1 to the Registrant's Proxy Statement
dated April 3, 1998, filed by the Registrant with the Commission on
March 31, 1998, 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 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; 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; provided, however, that clauses (i) and (ii) do not apply if the
information 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
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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; 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 Securities Act, each filing of the
Registrant's annual report pursuant 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 securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
C. Insofar as indemnification for liabilities arising 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 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 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Forms S-8 and has duly caused 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 this 3rd day of
November, 1998.
PITNEY BOWES INC.
By: /s/ Michael J. Critelli
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Michael J. Critelli
(Chairman and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Michael J. Critelli
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Michael J. Critelli Chairman and Chief Executive November 3, 1998
Officer-Director
/s/ Murray L. Reichenstein
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Murray L. Reichenstein Vice President and Chief November 3, 1998
Financial Officer (principal
financial officer)
/s/ Arlen F. Henock
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Arlen F. Henock Vice President-Controller and November 3, 1998
Chief Tax Counsel (principal
accounting officer)
/s/ Linda G. Alvarado
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Linda G. Alvarado Director November 3, 1998
/s/ Marc C. Breslawsky
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Marc C. Breslawsky Director November 3, 1998
/s/ William E. Butler
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William E. Butler Director November 3, 1998
/s/ Colin G. Campbell
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Colin G. Campbell Director November 3, 1998
<PAGE>
/s/ Ernie Green
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Ernie Green Director November 3, 1998
/s/ Charles E. Hugel
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Charles E. Hugel Director November 3, 1998
/s/ James H. Keyes
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James H. Keyes Director November 3, 1998
/s/ Michael I. Roth
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Michael I. Roth Director November 3, 1998
/s/ Phyllis Shapiro Sewell
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Phyllis Shapiro Sewell Director November 3, 1998
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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5 Opinion of Sara E. Moss as to legality of the Common Stock being
registered
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Sara E. Moss (included in Opinion filed as Exhibit 5
hereto)
99 The Pitney Bowes Amended and Restated 1991 Stock Plan (incorporated
herein by reference to Annex 1 to the Registrant's Proxy Statement
dated April 3, 1998, filed by the Registrant with the Commission on
March 31, 1998, pursuant to Rule 14a-6(b) of the Exchange Act).
EXHIBIT 5
[LETTERHEAD OF PITNEY BOWES INC.]
November 3, 1998
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 18,000,000 shares of Common Stock,
$1.00 par value per share (together with attached Preference Share Purchase
Rights, the "Common Stock"), of the Company pursuant to the The Pitney Bowes
Amended and Restated 1991 Stock 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/Sara E. Moss
Sara E. Moss
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 26, 1998, which appears on
page 46 of the 1997 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, 1997. 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/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Stamford, Connecticut
November 3, 1998
