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): April 18, 2001
PITNEY BOWES INC.
Commission File Number: 1-3579
State of Incorporation IRS Employer Identification No.
Delaware 06-0495050
World Headquarters
Stamford, Connecticut 06926-0700
Telephone Number: (203) 356-5000
Item 5 - Other Events.
The Company is correcting data that appears in Table III of the Company's Notice
of 2001 Annual Meeting and Proxy Statement (the "Proxy Statement") which was
incorporated by reference in its Annual Report on Form 10-K. The correct
information is set forth on Exhibit l. The corrections relate to the columns
under the heading "Net Value of Unexercised in-the-Money Options at Year-End."
As originally filed, the numbers appearing in the two columns below this heading
included the exercise price payable for the options, and thus did not reflect
net values as required. Although no other column in Table III was affected by
this error, Exhibit 1 presents the revised Table III in its entirety.
Item 7 - Financial Statements and Exhibits.
c. Exhibits.
The following exhibits are furnished in accordance with the provisions of
Item 601 of Regulation S-K: Exhibit Description (1) Revised Table III
of Notice of 2001 Annual Meeting and Proxy Statement.
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.
PITNEY BOWES INC.
April 18, 2001
/s/ B.P. Nolop
------------------------------------------
B. P. Nolop
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ A.F. Henock
------------------------------------------
A. F. Henock
Vice President-Finance
(Principal Accounting Officer)
Exhibit 1
TABLE III
OPTIONS EXERCISED IN 2000 AND 2000 YEAR-END OPTION VALUES
Number of
Shares Securities Underlying Net Value of
Acquired Net Value Unexercised Options Unexercised in-the-Money
on Exercise Realized at Year-End (#) (1) Options at Year-End ($) (2)
________________________ _________________________
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
______________________ __________ ________ __________ ____________ __________ ____________
Michael J. Critelli 46,410 1,003,628 270,857 546,667 537,788 1,366,250
Marc C. Breslawsky 72,000 2,641,000 432,266 498,334 3,671,623 1,366,250
Murray D. Martin 12,800 335,667 110,200 144,000 388,996 393,480
Matthew S. Kissner 2,500 38,594 86,501 156,855 103,334 393,480
John N. D. Moody 12,800 361,601 106,301 148,667 490,979 393,480
(1) These columns show the aggregate totals of options granted during the
period 1991 through 2000. The number of shares subject to the options
has been adjusted to reflect the two-for-one stock splits effected in
1992 and 1997. All options granted prior to 1993 become exercisable in
installments over a three-year period, 25 percent after the first
year, an additional 25 percent after the second year, and the
remaining 50 percent after the third year; and, with the exception of
the October 2000 grant, the terms of which are set forth in footnote 2
to Table II on page 14, options granted during and after 1993 become
exercisable one-third after the first year, an additional one-third
after the second year, and the remaining one-third after the third
year.
(2) These values are based on $33.125 per share, the market price of a
share of common stock as of December 31, 2000, net of exercise prices,
which range from $14.8107 to $65.7190 per share(adjusted to reflect
the 1992 and 1997 stock splits). In all cases, the exercise price
equaled the market price of a share at the date of grant.