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
October 2, 2017
Date of Report (Date of earliest event reported)
Pitney Bowes Inc.
(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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3001 Summer Street
Stamford, Connecticut 06926
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(203) 356-5000
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(Address of principal executive offices)
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(Registrant’s telephone number, including area code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 8.01. OTHER EVENTS
On October 2, 2017, Pitney Bowes Inc. (“PBI”) issued a press release announcing the consummation of its previously announced acquisition of all of the issued and outstanding equity interests of NGS Holdings, Inc. (the “Company” and such acquisition, the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of September 6, 2017, among PBI, Neutron Acquisition Corp., an indirect wholly owned subsidiary of PBI, the Company and Littlejohn Fund IV, L.P., solely in its capacity as stockholder representative. PBI paid a purchase price of $475,000,000 in cash consideration, subject to certain adjustments. A copy of the press release announcing consummation of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Current Report.
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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99.1
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Press release of Pitney Bowes Inc. dated October 2, 2017.
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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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Date: October 2, 2017
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By:
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/s/ Daniel J. Goldstein | |
| Name: Daniel J. Goldstein | |||
| Title: Executive Vice President and Chief | |||
| Legal Officer and Corporate Secretary | |||
EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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Exhibit 99.1
Press Release
Pitney Bowes Completes Acquisition of Newgistics, Inc.
STAMFORD, CT, October 2, 2017 – Pitney Bowes (NYSE:PBI), a global technology company that provides innovative products and solutions to power commerce, today announced the completion of its acquisition of Newgistics, Inc. (Newgistics).
The addition of Newgistics, an Austin, Texas-based provider of parcel delivery, returns, fulfillment and digital commerce solutions for retailers and ecommerce brands, will help accelerate Pitney Bowes’ expansion into the U.S. domestic parcels market at scale.
Pitney Bowes intends to operate Newgistics as an independent business through the remainder of 2017 and into the first quarter of 2018 to provide consistent support to clients and avoid any disruptions to operations during the busy holiday shipping and returns season.
About Pitney Bowes
Pitney Bowes (NYSE:PBI) is a global technology company powering billions of transactions – physical and digital – in the connected and borderless world of commerce. Clients around the world, including 90 percent of the Fortune 500, rely on products, solutions, services and data from Pitney Bowes in the areas of customer information management, location intelligence, customer engagement, shipping, mailing, and global ecommerce. And with the innovative Pitney Bowes Commerce Cloud, clients can access the broad range of Pitney Bowes solutions, analytics, and APIs to drive commerce. For additional information visit Pitney Bowes, the Craftsmen of Commerce, at www.pitneybowes.com.
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Contacts:
Media:
Bill Hughes
Chief Communications Officer
Pitney Bowes
(203) 351 6785
Financial:
Adam David
VP, Investor Relations
Adam David
VP, Investor Relations
(203) 351 7175