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
May 29, 2015
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 incorporation or organization) |
(Commission file number) |
(I.R.S. Employer Identification No.) |
World Headquarters
3001 Summer Street
Stamford, Connecticut 06926
(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):
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
On May 29, 2015, Pitney Bowes Inc. (“PBI”) issued a press release announcing the consummation of the sale of 100% of the issued and outstanding shares of common stock of Imagitas, Inc., a Delaware corporation and a wholly-owned subsidiary of PBI, to Red Ventures Holdco, LP (the “Buyer”), pursuant to the Stock Purchase Agreement (the “Purchase Agreement”), dated as of May 11, 2015, between PBI and the Buyer. A copy of the press release announcing entrance into the Purchase Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Current Report.
(d) Exhibits.
| Exhibit Number | Description of Exhibit |
| 99.1 | Press release of Pitney Bowes Inc. dated May 29, 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 hereunto duly authorized.
|
Date: May 29, 2015 |
Pitney Bowes Inc.
By: /s/ Amy C. Corn Name: Amy C. Corn Title: Vice-President, Secretary and Chief Governance Officer
|
Exhibit Index
| Exhibit Number | Description of Exhibit |
| 99.1 | Press release of Pitney Bowes Inc. dated May 29, 2015. |
EX-99.1
|
Press Release |
Pitney Bowes Completes Sale of Marketing Services Business
Stamford, Conn., May 29, 2015 – Pitney Bowes Inc. (NYSE: PBI), a global technology company that provides products and solutions that power commerce, today announced the successful completion of the sale of its Imagitas marketing services business to Red Ventures for $310 million in cash, subject to adjustment. The company expects proceeds from the sale of approximately $280 million, net of estimated closing costs, transaction fees and taxes.
This transaction is the latest in a series of actions that the company has taken to unlock greater value for shareholders, while increasing its focus on clients in the markets where it can lead.
The Imagitas business generated $128 million in revenue in 2014. The company will provide more detail about the expected impact of this transaction during its scheduled discussion of second quarter results at 8 am EST on July 30th. Instructions for listening to Pitney Bowes earnings results via the Web are available on the Investor Relations page of its web site at www.pitneybowes.com.
About Pitney Bowes
Pitney Bowes (NYSE: PBI) is a global technology company offering innovative products and solutions that enable commerce in the areas of customer information management, location intelligence, customer engagement, shipping and mailing, and global ecommerce. More than 1.5 million clients in approximately 100 countries around the world rely on products, solutions and services from Pitney Bowes. For additional information, visit Pitney Bowes at www.pitneybowes.com.
Forward Looking Statements
This document contains “forward-looking statements” about the Company’s expected or potential future business and financial performance. Forward-looking statements include, but are not limited to, statements about its future revenue and earnings
guidance and other statements about future events or conditions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to: mail volumes; the uncertain economic environment; timely development, market acceptance and regulatory approvals, if needed, of new products; fluctuations in customer demand; changes in postal regulations; interrupted use of key information systems; management of outsourcing arrangements; the implementation of a new enterprise resource planning system; changes in business portfolio; the success of our investment in rebranding the Company; the risk of customer concentration in our Digital Commerce Solutions segment; foreign currency exchange rates; changes in our credit ratings; management of credit risk; changes in interest rates; the financial health of national posts; and other factors beyond its control as more fully outlined in the Company’s 2014 Form 10-K Annual Report and other reports filed with the Securities and Exchange Commission. Pitney Bowes assumes no obligation to update any forward-looking statements contained in this document as a result of new information, events or developments.
| Editorial - | Financial - |
| Bill Hughes | Charles F. McBride |
| Chief Communications Officer | VP, Investor Relations |
| 203/351-6785 | 203/351-6349 |
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