UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PITNEY BOWES INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation or Organization) | 06-0495050
(I.R.S. Employer
Identification No.) |
3001 Summer Street
Stamford, Connecticut 06926
(Address of Principal Executive Offices, Zip Code)
Amended and Restated Pitney Bowes Inc. 2018 Stock Plan
(Full title of the Plan)
Daniel J. Goldstein
Pitney Bowes Inc.
Executive Vice President, Chief Legal Officer and Corporate Secretary
3001 Summer Street
Stamford, Connecticut 06926
(Name and address of agent for service)
(203) 356-5000
(Telephone number, including area code, of agent for service)
Copy to:
Sean C. Feller, Esq.
Gibson, Dunn & Crutcher LLP
2029 Century Park East
Los Angeles, CA 90067-3026
Telephone: (310) 551-8746
Facsimile: (310) 552-7033
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | þ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| | 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 7(a)(2)(B) of the Securities Act. ¨ |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Pitney Bowes Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 5,000,000 shares of shares of its common stock, par value $1.00 per share (“Common Stock”), issuable to eligible employees of the Registrant and its affiliates under the Amended and Restated Pitney Bowes Inc. 2018 Stock Plan (the “Plan”).
On a Registration Statement on Form S-8 (SEC File No. 333-224833), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on May 10, 2018, the Registrant previously registered 14,000,000 shares of its Common Stock issuable to eligible employees of the Registrant and its affiliates under the Pitney Bowes Inc. 2018 Stock Plan (the predecessor plan of the Plan and referred to herein as the “Predecessor Plan”). In addition, on a Registration Statement on Form S-8 (SEC File No. 333-231313), filed by the Registrant with the Commission on May 9, 2019, the Registrant previously registered 8,500,000 shares of its Common Stock issuable to eligible employees of the Registrant and its affiliates under the Plan. In addition, on a Registration Statement on Form S-8 (SEC File No. 333-240336), filed by the Company with the Commission on August 4, 2020, the Registrant previously registered 10,400,000 shares of its Common Stock issuable to eligible employees of the Registrant and its affiliates under the Plan (the three Registration Statements on Form S-8 referenced in this paragraph, collectively, the “Prior Registration Statements”).
As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statements, including all exhibits filed therewith or incorporated therein by reference, to the extent not otherwise amended or superseded by the contents hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Exhibit Description
____________
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on August 2, 2022.
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| Pitney Bowes Inc. |
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| By: | /s/ Daniel J. Goldstein |
| Name: | Daniel J. Goldstein |
| Title: | Executive Vice President, Chief Legal Officer and Corporate Secretary |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel J. Goldstein his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
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| Signature | Title | Date
|
/s/ Marc B. Lautenbach
Marc B. Lautenbach | President and Chief Executive Officer - Director (Principal Executive Officer) | August 2, 2022 |
/s/ Ana Maria Chadwick
Ana Maria Chadwick | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | August 2, 2022 |
/s/ Joseph R. Catapano
Joseph R. Catapano | Vice President, Chief Accounting Officer (Principal Accounting Officer) | August 2, 2022 |
/s/ Michael I. Roth
Michael I. Roth | Non-Executive Chairman - Director | August 2, 2022 |
/s/ Robert M. Dutkowsky
Robert M. Dutkowsky | Director | August 2, 2022 |
/s/ Anne M. Busquet
Anne M. Busquet | Director | August 2, 2022 |
/s/ Mary J. Steele Guilfoile
Mary J. Steele Guilfoile | Director | August 2, 2022 |
/s/ S. Douglas Hutcheson
S. Douglas Hutcheson | Director | August 2, 2022 |
/s/ Linda S. Sanford
Linda S. Sanford | Director | August 2, 2022 |
/s/ David L. Shedlarz
David L. Shedlarz | Director | August 2, 2022 |
/s/ Sheila A. Stamps Sheila A. Stamps | Director | August 2, 2022 |
