UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 3
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)
Pitney Bowes Inc., a Delaware corporation (the "Company"), supplements and
amends its Registration Statement on Form 8-A, filed on February 15, 1996, as
previously amended by Amendment No. 1 on Form 8-A/A, dated January 16, 1998 and
Amendment No. 2 on Form 8-A/A, dated December 8, 1998, as follows:
Item 1. Description of Registrant's Securities to be Registered.
On December 17, 2003, the Executive Committee of the Board of
Directors of the Company approved an Amendment (the "Amendment") to
its Rights Agreement, dated as of December 11, 1995, between the
Company and EquiServe Trust Company, N.A., as successor Rights Agent
to Chemical Mellon Shareholder Services, L.L.C., as amended
(the "Rights Agreement"). This Amendment provides that the Rights
(as defined in the Rights Agreement) will expire on February 20,
2004, two years earlier than the initial expiration date of the Rights
Agreement.
The foregoing summary of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, which is filed as
Exhibit 4.4 hereto and is incorporated herein by reference.
Item 2. Exhibits.
Location
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1. Rights Agreement, dated as of December 11, 1995, Original Filing
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 to the Rights Amendment No. 1
Agreement dated as of January 16, 1998.
3. Appointment Agreement and First Amendment to Amendment No. 2
Rights Agreement, dated as of November 23, 1998
by and between Pitney Bowes Inc., Chase Mellon
Shareholder Services, LLC (formerly Chemical Mellon
Shareholder Services, LLC) and First Chicago Trust
Company of New York.
4.4 Amendment to Rights Agreement, dated as This Filing
of December 17, 2003 by and between
Pitney Bowes Inc. and EquiServe Trust
Company, N.A. (as successor Rights Agent
to Chemical Mellon Shareholder Services, L.L.C.).
SIGNATURES
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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.
PITNEY BOWES INC.
December 19, 2003
/s/ B.P. Nolop
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B. P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ J.R. Catapano
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J. R. Catapano
Controller
(Principal Accounting Officer)
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. (incorporated by
reference to Original Filing of Form 8-A)
2. Certificate of Adjustment dated as of January 16, 1998.
(incorporated by reference to Form 8-A/A Amendment No. 1)
3. Appointment Agreement and First Amendment to Rights Agreement, dated
as of November 23, 1998 by and between Pitney Bowes Inc., Chase Mellon
Shareholder Services, LLC (formerly Chemical Mellon Shareholder
Services, LLC) and First Chicago Trust Company of New York.
4.4 Amendment to Rights Agreement, dated as of December 17, 2003 by
and between Pitney Bowes Inc. and EquiServe Trust Company, N.A.
(as successor Rights Agent to Chemical Mellon Shareholder Services,
L.L.C.).
EXHIBIT 4.4
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AMENDMENT TO RIGHTS AGREEMENT
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AMENDMENT, dated as of December 17, 2003 (this "Amendment"), to the Rights
Agreement, dated as of December 11, 1995, between Pitney Bowes Inc., a Delaware
corporation (the "Company"), and EquiServe Trust Company, N.A. (as successor
Rights Agent to Chemical Mellon Shareholder Services, L.L.C.)
(the "Rights Agent").
Pursuant to Section 27 of the Rights Agreement, the Company may from time
to time supplement or amend the Rights Agreement in accordance with the
provisions of Section 27 thereof. All acts and things necessary to make this
Amendment a valid agreement, enforceable according to its terms, have been done
and performed, and the execution and delivery of this Amendment by the Company
and the Rights Agent have been in all respects duly authorized by the Company
and the Rights Agent.
In consideration of the foregoing and the mutual agreements
set forth herein, the parties agree as follows:
1. The Rights Agreement is hereby modified and amended by changing the date
set forth in Section 7 (defined as "Final Expiration Date") from
"February 20, 2006" to "February 20, 2004".
2. The Exhibits to the Rights Agreement shall be restated to reflect this
Amendment, including all necessary conforming changes.
3. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware and for all purposes shall be governed by
and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
4. This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed an original and all such
counterparts shall together constitute but one and the same instrument.
Terms not defined in this Amendment shall, unless the context otherwise
requires, have the meanings assigned to such terms in the Rights Agreement.
5. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in
the Rights Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first written above.
Attest: PITNEY BOWES INC.
By:/s/ Amy C. Corn By:/s/ B.P. Nolop
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Name: Amy C. Corn Name: Bruce P. Nolop
Title:Corporate Secretary Title:Executive Vice President and
Chief Financial Officer
Attest: EQUISERVE TRUST COMPANY, N.A.
(As Rights Agent)
By:/s/ John Piskadlo By:/s/ Thomas F. Tighe
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Name: John Piskadlo Name: Thomas F. Tighe
Title: Senior Account Manager Title: Managing Director