-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJCq7P+sEuT3rCxPHkmI3HLSpzVf1G4EPXUBVCHJwCWpRDTb850g6k78iMLihNqI hwYAITDK6YUBvhHS7TZOHA== 0000930413-07-003660.txt : 20070420 0000930413-07-003660.hdr.sgml : 20070420 20070420142244 ACCESSION NUMBER: 0000930413-07-003660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070419 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070420 DATE AS OF CHANGE: 20070420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PITNEY BOWES INC /DE/ CENTRAL INDEX KEY: 0000078814 STANDARD INDUSTRIAL CLASSIFICATION: OFFICE MACHINES, NEC [3579] IRS NUMBER: 060495050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03579 FILM NUMBER: 07778486 BUSINESS ADDRESS: STREET 1: WORLD HEADQUARTERS 61-11 STREET 2: ONE ELMCROFT ROAD CITY: STAMFORD STATE: CT ZIP: 06926 BUSINESS PHONE: 2033565000 8-K 1 c48064_8-k.htm c48064_8-k.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

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

April 20, 2007 (April 19, 2007)
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 Identification No.)
incorporation or        
organization)        

World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 356-5000

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 April 19, 2007, Pitney Bowes Inc. issued a press release announcing the completion of its acquisition of MapInfo Corporation, now PB MapInfo Corporation. The press release attached hereto as Exhibit 99.1 of this Form 8-K is incorporated herein by reference.

ITEM 9.01.      FINANCIAL STATEMENTS AND EXHIBITS

(c)           Exhibits.

Exhibit No.   Description
     
99.1   Press Release of Pitney Bowes Inc. dated April 19, 2007

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Signature

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.
 
 
 
April 20, 2007   By: _/s/ Helen Shan______________
    Helen Shan
    Vice President and Treasurer

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EX-99.1 2 c48064_ex99-1.htm c48064_ex99-1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 99.1 Press Release

 

    Editorial - Sheryl Y. Battles
      VP, Corp. Communications
      203/351-6808
       
    Financial –  Charles F. McBride

VP, Investor Relations
203/351-6349


PITNEY BOWES COMPLETES ACQUISITION OF MAPINFO
“Name Changed to PB MapInfo Corporation”

STAMFORD, Conn., April 19, 2007 – Pitney Bowes Inc. (NYSE:PBI) announced today that it has successfully completed the acquisition of MapInfo Corporation (NASDAQ: MAPS) at a price of $20.25 net per share in cash.

          Today, Magellan Acquisition Corp., a wholly-owned subsidiary of Pitney Bowes, merged with and into MapInfo. In connection with the merger, MapInfo has changed its name to PB MapInfo Corporation. The merger followed the successful completion by Magellan Acquisition Corp. of a tender offer for all outstanding shares of MapInfo at $20.25 net per share in cash which was completed at 12:00 Midnight, New York City time, on April 18, 2007. As a result of the merger, all outstanding shares of MapInfo, other than those held by holders who demand appraisal rights, have been converted into the right to receive $20.25 in cash, without interest (the same price paid in the tender offer). MapInfo stockholders whose shares were not validly tendered and accepted for payment in the tender offer will receive a Notice of Merger and a Letter of Transmittal that will instruct them on how to receive the merger consideration, and a Notice of Appraisal Rights under the Delaware General Corporation Law. In order to accomplish the merger as a “short-form” merger, Magellan Acquisition Corp. exercised a “top-up” option pursuant to the merger agreement which permitted it to purchase a limited number of additional shares directly from MapInfo for $20.25 per share (the same purchase price paid in the offer).

 



          Pitney Bowes provides the world’s most comprehensive suite of mailstream software, hardware, services and solutions to help companies manage their flow of mail, documents and packages to improve communication. Pitney Bowes, with $5.7 billion in annual revenue, takes an all-inclusive view of its customers’ operations, helping organizations of all sizes enjoy the competitive advantage that comes from an optimized mailstream. The company’s 87 years of technological leadership have produced many major mailstream innovations, and it is consistently on the Intellectual Property Owners Association’s list of top U.S. patent holders. With approximately 35,000 employees worldwide, Pitney Bowes serves more than 2 million businesses through direct and dealer operations. More information about the company can be found at www.pb.com.

# # #

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates,” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, the ability of Pitney Bowes to successfully integrate MapInfo’s operations and employees; the ability to realize anticipated synergies and cost savings; and other factors described in Pitney Bowes’ Annual Report on Form 10-K for the year ended December 31, 2006 and in MapInfo’s Annual Report on Form 10-K for the year ended September 30, 2006, each of which has been filed with the SEC. Except as otherwise required by law, Pitney Bowes and MapInfo disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

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