- Current report filing (8-K)
December 13 2012 - 4:13PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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Current
Report
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Pursuant
to Section 13 or 15(d) of the Securities
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Exchange
Act of 1934
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December 7, 2012
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Date
of Report (Date of earliest event reported)
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Pitney Bowes Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-3579
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06-0495050
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
file number)
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(I.R.S.
Employer
Identification No.)
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World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(Address of principal
executive offices)
(203) 356-5000
(Registrants
telephone number, including area code)
Not Applicable
(Former name or
former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
As previously disclosed, on
November 27, 2012, Pitney Bowes Inc. (the Company) completed a public
offering of $100,000,000 aggregate principal amount of its 5.25% Notes Due 2022
(the Notes). On December 7, 2012, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. LLC, as the representatives for the
several underwriters, notified the Company of the underwriters intention
to partially exercise their option to purchase additional Notes. On December
13, 2012, the Company closed the sale of an additional $10,000,000 principal
amount of the Notes to the underwriters, pursuant to the partial exercise of
the underwriters option to purchase additional Notes. Net proceeds from
the exercise of the underwriters option to purchase additional Notes were
$9,723,333.33, after deducting underwriting discounts and commissions.
The Notes purchased pursuant
to the underwriters option to purchase additional Notes will form a part of
the original series of Notes issued previously and will be fungible with such
original series.
Reference is made to the
Companys Current Report on Form 8-K filed November 27, 2012 for additional
information regarding the terms of the Notes. Such summary does not purport to
be complete and is qualified in its entirety by reference to the Officers
Certificate establishing the terms of the Notes and the specimen of the Notes,
filed as Exhibits 4.1 and 4.2 to such Current Report on Form 8-K, respectively.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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Exhibit
Number
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Description
of Exhibit
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4.1
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Officers Certificate
establishing the terms of the Notes, dated November 27, 2012 (incorporated
by reference to Exhibit 4.1 to the Companys Current Report
on Form 8-K, filed November 27, 2012).
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4.2
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Specimen of 5.25% Notes
Due 2022 (incorporated
by reference to Exhibit 4.2 to the Companys Current Report
on Form 8-K, filed November 27, 2012).
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5.1
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Opinion of Gibson, Dunn
& Crutcher LLP, dated December 13, 2012.
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23.1
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Consent of Gibson, Dunn
& Crutcher LLP (included in Exhibit 5.1).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Pitney Bowes Inc.
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By:
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/s/ Helen Shan
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Name: Helen Shan
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Date:
December 13, 2012
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Title: Vice
President, Finance and Treasurer
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