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): August 13, 2002
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 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
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99.1 Statement Under Oath of the Principal Executive Officer dated August
13, 2002, Regarding Facts and Circumstances Relating to Exchange Act
Filings.
99.2 Statement Under Oath of the Principal Financial Officer dated August
13, 2002, Regarding Facts and Circumstances Relating to Exchange Act
Filings.
Item 9 - Regulation FD Disclosure.
Attached and incorporated herein by reference as Exhibit 99.1 and 99.2,
respectively, are copies of Statements Under Oath, dated August 13, 2002, of the
Principal Executive Officer and the Principal Financial Officer of Pitney Bowes
Inc. regarding facts and circumstances relating to Exchange Act Filings.
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.
August 13, 2002
/s/ B.P. Nolop
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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)
Index to Exhibits
Exhibit No.
99.1 Statement Under Oath of the Principal Executive Officer
dated August 13, 2002, Regarding Facts and Circumstances
Relating to Exchange Act Filings.
99.2 Statement Under Oath of the Principal Financial Officer
dated August 13, 2002, Regarding Facts and Circumstances
Relating to Exchange Act Filings.
Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS
AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Michael J. Critelli, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of Pitney Bowes Inc. and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of the
end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o The 2001 Annual Report on Form 10-K of Pitney Bowes Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Pitney Bowes Inc. filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
/s/ Michael J. Critelli
-----------------------
Michael J. Critelli
Chairman and Chief Executive Officer
(Principal Executive Officer)
August 13, 2002
Subscribed and sworn to
before me this 13th day
of August 2002.
/s/ Mary E. Burke
-----------------
Notary Public
My Commission Expires:
Feb. 28, 2007
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Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS
AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Bruce P. Nolop, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of Pitney Bowes Inc. and, except as corrected or
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of the
end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o The 2001 Annual Report on Form 10-K of Pitney Bowes Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Pitney Bowes Inc. filed with the
Commission subsequent to the filing of the Form 10-K identified
above; and
o any amendments to any of the foregoing.
/s/ Bruce P. Nolop
---------------
Bruce P. Nolop
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
August 13, 2002
Subscribed and sworn to
before me this 13th day
of August 2002.
/s/ Mary E. Burke
-----------------
Notary Public
My Commission Expires:
Feb. 28, 2007
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