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.
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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"). In connection with the Merger Agreement, the Company and American
Stock Transfer & Trust Co. (the "Rights Agent") entered into Amendment No. 1 to
Rights Agreement dated as of April 12, 2004 (the "Amendment") amending the
Shareholder Protection Rights Agreement, dated as of August 12, 1999, between
the Company and the Rights Agent (the "Rights Agreement") in order to amend
Section 1.1 of the Rights Agreement to provide that neither Pitney Bowes, nor
any of its Affiliates or Associates (each as defined in the Rights Agreement)
will become an Acquiring Person (as defined in the Rights Agreement), nor will
any Flip-In Date or Stock Acquisition Date (each as defined in the Rights
Agreement) occur or be deemed to occur, in each case as a result of the
execution of the Merger Agreement or the consummation of the transactions
contemplated thereby.
A copy of the Amendment was filed as Exhibit 1 to the Company's Form 8-A/A filed
with the Securities and Exchange Commission on April 13, 2004 and is
incorporated herein by reference. The foregoing description of the Amendment
does not purport to be complete and is qualified in its entirety by reference to
the Amendment.
Item 7. Financial Statements and Exhibits.
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Exhibits
99.1 Amendment No. 1 to Rights Agreement, dated as of April 12, 2004 amending
the Shareholder Protection Rights Agreement, dated as of August 12, 1999,
between the Company and the Rights Agent (incorporated by reference to
Exhibit 1 to the Company's 8-A/A filed on April 13, 2004).
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 13, 2004 By: /s/ Mark D. Funston
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Name: Mark D. Funston
Title: Chief Financial Officer
Exhibit Index
Exhibit No. Description
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99.1 Amendment No. 1 to Rights Agreement, dated as of April 12,
2004 amending the Shareholder Protection Rights Agreement,
dated as of August 12, 1999, between the Company and the
Rights Agent (incorporated by reference to Exhibit 1 to the
Company's 8-A/A filed on April 13, 2004).