SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 19, 2002
IMAGISTICS INTERNATIONAL INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-16449 06-1611068
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) ID Number)
100 Oakview Drive
Trumbull, Connecticut 06611
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 365-7000
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(Former Name or Former Address if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
The Registrant, Fleet Capital Corporation ("Fleet") and certain other financial
institutions party to the Credit Agreement (as defined below) as lenders
(collectively, the "Lenders") and Fleet, as Administrative Agent for the Lenders
with respect to the Credit Agreement dated as of November 9, 2001 by and among
the Company, the Lenders and the Administrative Agent, as amended by that
certain First Amendment Agreement dated as of March 19, 2002 (as amended, the
"Credit Agreement") entered into a Second Amendment Agreement as of July 19,
2002 (the "Second Amendment"). The Second Amendment (i) reduces the Applicable
Margin (as defined in the Credit Agreement) for Term B Loans at such times as
the Registrant's Total Leverage Ratio (as defined in the Credit Agreement) is
less than or equal to 1.25: 1.0, by 75 basis points, from 350 to 275 for LIBOR
margin and from 250 to 175 for ABR margin, and (ii) increases the dollar amount
of the Registrant's common stock that the Registrant is permitted to repurchase
under the terms of the Credit Agreement from $30 million to $58 million. A copy
of the Second Amendment is filed herewith as Exhibit 10.28.
ITEM 7(C). EXHIBITS.
Exhibit 10.28 Second Amendment Agreement, dated as of July 19, 2002, by and
among Imagistics International Inc. ("Borrower"), Fleet
Capital Corporation ("Fleet"), and the other financial
institutions party thereto (collectively, the "Lenders") and
Fleet, as Administrative Agent for the Lenders, with respect
to that certain Credit Agreement dated as of November 9, 2001
by and among the Borrower, the Lenders and the Administrative
Agent, as amended by that certain First Amendment Agreement
dated as of March 19, 2002.
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.
Date: July 23, 2002
Imagistics International Inc.
By: /s/Mark S. Flynn
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Name: Mark S. Flynn
Title: Vice President, General Counsel
and Secretary