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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
March 28, 2005 (March 22, 2005)
Date of Report (Date of earliest event reported)
Pitney Bowes Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-3579 06-0495050
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(Address of principal executive offices)
(203) 356-5000
(Registrant's 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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS
On November 16, 2004, Pitney Bowes Inc. (the "Company") filed a registration
statement on Form S-3 (No. 333-120525) (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), relating to the public
offering, pursuant to Rule 415 under the Securities Act of 1933, as amended, of
up to $2,500,000,000 of debt securities, preferred stock, preference stock,
common stock, purchase contracts, depositary shares, warrants and units of the
Company. On February 8, 2005, the Commission declared the Registration
Statement, as amended by Amendment No. 1, effective. The Registration Statement
and the definitive prospectus contained therein are collectively referred to as
the "Prospectus". On March 21, 2005 the Company filed a supplement to the
Prospectus, dated March 17, 2005 (the "Prospectus Supplement"), relating to the
offering and sale of $400,000,000 aggregate principal amount of 5% Notes due
March 15, 2015 (the "Notes"). In connection with the filing of the Prospectus
Supplement and the issuance of the Notes, the Company is filing an exhibit as
part of this Form 8-K. See "Item 9.01. Financial Statements and Exhibits".
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4(c) 5% Note due March 15, 2015.
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 thereunto duly authorized.
Pitney Bowes Inc.
March 28, 2005
/s/ B.P. Nolop
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B.P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)