United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8 - K
CURRENT REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2004
PITNEY BOWES INC.
Commission File Number: 1-3579
State of Incorporation IRS Employer Identification No.
Delaware 06-0495050
World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000
Item 7 - Financial Statements and Exhibits
c. Exhibits.
The following exhibit is furnished in accordance with the provisions of Item
601 of Regulation S-K:
Exhibit Description
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(99.1) Memorandum to directors and executive officers, dated May 14, 2004
Item 11 - Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
On May 14, 2004, Pitney Bowes Inc. (the "Company") sent a Blackout Notice 401(k)
Conversion memorandum to its directors and executive officers informing them
that a blackout period will be in effect beginning on June 22, 2004 through July
6, 2004 prohibiting them from directly or indirectly purchasing, selling or
otherwise acquiring or transferring any equity securities of the Company (or
derivative securities of those equity securities, such as stock options.) This
memorandum was provided as a cautionary matter to ensure compliance with Section
306(a) of the Sarbanes-Oxley Act of 2002.
A copy of the memorandum is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Signatures
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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.
PITNEY BOWES INC.
May 17, 2004
/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
---------------------------------------------
J. R. Catapano
Controller
(Principal Accounting Officer)
EXHIBIT 99.1
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MEMORANDUM PITNEY BOWES INC. STAMFORD, CT
DATE: May 14, 2004
TO: Directors and Executive Officers
FROM: Corporate Secretary
SUBJECT: Blackout Notice 401(k) Conversion
---------------------------------
The Pitney Bowes 401(k) Plan and the Pitney Bowes Management Services 401(k)
Plan (together the "401(k) Plan") will be changing recordkeepers from Merrill
Lynch to T. Rowe Price. The conversion will require that a blackout period be
imposed on 401(k) Plan participants' ability to access their funds or to change
investment options, including the ability to diversify Pitney Bowes Inc. (the
"Company") stock and other assets credited to their accounts, from June 22
through July 6, 2004.
Consequently, as a Director or Executive Officer of the Company, subject to the
restrictions imposed by Section 306(a) of the Sarbanes-Oxley Act of 2002 (the
"Act"), you will be prohibited from engaging in certain transactions involving
Company securities during the 401(k) Plan "blackout" period. This notice,
mandated by the Act, informs you of the rules imposed by the Act:
1. The prohibition is imposed because, during the "Blackout Period"
described in paragraph 4 below, participants in the 401(k) Plan will not be
permitted to enter into transactions under the Plans with respect to Company
securities because the Plans will be changing recordkeepers from Merrill Lynch
to T. Rowe Price.
2. You are prohibited from directly or indirectly purchasing, selling
or otherwise acquiring or transferring any equity securities of the Company (or
derivative securities of those equity securities, such as stock options) during
the Blackout Period described in paragraph 4 below. The prohibition on
transactions by you applies both to amounts, if any, you may have invested in
the Company stock fund under the Plans and to Company securities that you hold
outside of the Plans that were acquired in connection with your service or
employment as a director or executive officer, as described in more detail in
paragraph 3 below. This prohibition also applies to any direct or indirect
pecuniary interest you may have in such securities, such as Company stock held
by immediate family members living with you, or held in trust, or by controlled
partnerships or corporations. The prohibition on purchases, sales and other
transactions does not apply to trades made pursuant to Rule 10b5-1 trading
plans, provided that you did not enter into or modify the trading plan during
the Blackout Period. (There also are certain narrow exceptions for DRIPs,
certain automatic non-discretionary transactions within employee benefit plans
(but not the 401(k) Plan), automatic formula grant programs, and exchanges by
operation of law in connection with a merger or acquisition.)
3. The prohibition on sales and other transfers described in paragraph
2 above applies only to equity securities of the Company (and derivatives of
such securities) that you have acquired in connection with your service or
employment as a director or executive officer of the Company. It is important to
note that any such security you sell or otherwise transfer will be automatically
treated as acquired in connection with your service or employment unless you
establish that the securities were acquired from another source and this
identification is consistent with your treatment of the securities for tax
purposes and all other disclosure and reporting requirements.
4. Participants in the Plans generally will be prohibited from engaging
in certain transactions with respect to the Plans beginning on June 16, 2004.
However, the "Blackout Period" for purposes of this memorandum begins at 3:00
p.m. Eastern time on June 22, 2004, which is when participants in the Plans will
no longer be permitted to engage in any transactions involving Company stock.
The Blackout Period currently is expected to end at 9:00 a.m. Eastern time on
July 6, 2004. You will be informed if the timing of the Blackout Period changes.
5. If you have any questions about this memorandum and the possible
Blackout Period under the Plans that may cause a concurrent blackout period to
apply to you, please contact me.
Amy C. Corn