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
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Date of Report (Date of earliest event reported): April 12, 2004
Group 1 Software, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-6355 52-0852578
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
4200 Parliament Place, Suite 600, Lanham, MD 20706-1844
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 918-0400
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Item 5. Other Events and Required FD Disclosure.
On April 12, 2004 Group 1 Software, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Pitney Bowes Inc.
("Pitney Bowes") and Germanium Acquisition Corporation, a wholly-owned
subsidiary of Pitney Bowes ("Merger Sub"). Pursuant to the Merger Agreement,
Merger Sub will be merged with and into the Company with the Company emerging as
the surviving corporation and a wholly-owned subsidiary of Pitney Bowes (the
"Merger"). Upon closing, all outstanding shares of the Company's common stock
will be converted into the right to receive $23 per share in cash. The Merger is
subject to, among other things, regulatory approval and approval by the
Company's stockholders.
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.
Group 1 Software, Inc.
Date April 12, 2004 By: /s/ Mark D. Funston
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Name: Mark D. Funston
Title: Chief Financial Officer