As filed with the Securities and Exchange Commission on August 4, 2003
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IMAGISTICS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1611068
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
100 OAKVIEW DRIVE
TRUMBULL, CONNECTICUT 06611
(203) 365-7000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
IMAGISTICS INTERNATIONAL INC. SHARE INCENTIVE PLAN
(Full title of the Plan)
MARK S. FLYNN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
IMAGISTICS INTERNATIONAL INC.
100 OAKVIEW DRIVE
TRUMBULL, CONNECTICUT 06611
(203) 365-7000
(Name, address and telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
MICHAEL GRUNDEI, ESQ.
WIGGIN & DANA LLP
400 ATLANTIC STREET
STAMFORD, CONNECTICUT 06901
(203) 363-7600
CALCULATION OF REGISTRATION FEE
-------------------------------- ---------------------- ---------------------- ---------------------- ------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
REGISTERED REGISTERED(1) SHARE (2) PRICE
-------------------------------- ---------------------- ---------------------- ---------------------- ------------------------
COMMON STOCK, $0.01 PAR VALUE
PER SHARE (3)........... 15,000 SHARES $27.23 $408,450.00 $33.05
================================ ====================== ====================== ====================== ========================
(1) Plus such additional indeterminable number of shares as may be required
pursuant to the Imagistics International Inc. Share Incentive Plan in the
event of a stock dividend, stock split, recapitalization or other similar
change in the Common Stock.
(2) Computed in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933, as amended, such computation is based on $27.23 per share
(the average of the high and the low prices of the registrant's common
stock as reported on the New York Stock Exchange Composite Transactions
Tape on July 30, 2003).
(3) This registration statement also pertains to rights to purchase one
one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $1.00 per share, of the Registrant (the "Rights"). Until
the occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates for Imagistics
International Inc. Common Stock and will be transferred along with and
only with such securities. Thereafter, separate Rights certificates will
be issued representing one Right for each share of Imagistics
International Inc. Common Stock held subject to adjustment pursuant to
anti-dilution provisions.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"), the documents containing the information called
for in Part I of Form S-8 will be sent or given to individuals who participate
in the Imagistics International Inc. Share Incentive Plan and are not being
filed with or included in this Form S-8.
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Imagistics International Inc. (the "Registrant" or the
"Company") pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act") (File No. 1-16449), are incorporated by reference herein:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 2002.
(b) The Company's Quarterly Report on Form 10-Q for the three-month
period ended March 31, 2003.
(c) The Company's Proxy Statement filed on April 14, 2003.
(d) The Company's Current Reports on Form 8-K filed on May 8, 2003 and
May 21, 2003.
(e) The description of the Company's Common Stock and the Rights
contained in the Company's Registration Statement on Form 10 dated November 14,
2001 (the "Form 10").
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
The Registrant will provide, without charge to each person, including any
beneficial owner, to whom this document is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this document). Requests for
such documents should be submitted in writing, addressed to the office of the
Corporate Secretary, Imagistics International Inc., 100 Oakview Drive, Trumbull,
Connecticut 06611.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his or her conduct was illegal.
A Delaware corporation may indemnify officers and directors against expenses
(including attorney's fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him or her against the expenses which such
an officer or director actually and reasonably incurred.
In accordance with the Delaware Law, the Registrant's Certificate of
Incorporation contains a provision to limit the personal liability of the
Registrant's directors for violations of their fiduciary duty. This provision
eliminates each director's liability to the Registrant or its stockholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence. In
addition, the holders of Common Stock are deemed to have consented to certain
provisions of the Certificate of Incorporation under which certain allocations
of corporate opportunities are not deemed to breach a director's fiduciary duty
of loyalty.
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The Registrant's Certificate of Incorporation provides for indemnification
of the Registrant's officers and directors to the full extent permitted by
applicable law.
In addition, the Registrant maintains directors' and officers' liability
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
No. Description
--- -----------
4.1 Form of Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the Company's Form 10-K
for the year ended December 31, 2001)
4.2 Form of Amended and Restated By-laws (incorporated by reference to
Exhibit 3.2 to the Company's Form 10)
4.3 Rights Agreement (incorporated by reference to Exhibit 10.18 to the
Company's Form 10-K for the year ended December 31, 2001)
4.4 First Amendment Agreement to Rights Agreement between the Registrant
and its rights agent (incorporated by reference to Exhibit 10.30 to
the Registrant's Form 10-Q for the quarter ended June 30, 2002)
4.5 Certificate of Designation of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.3 to the
Registrant's Form 10-Q for the quarter ended June 30, 2002)
4.6 Imagistics International Inc. Share Incentive Plan
5.1 Opinion of Wiggin & Dana LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wiggin & Dana LLP (filed as part of Exhibit 5)
24.1 Power of Attorney (included on the signature page hereof)
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ITEM 9. UNDERTAKINGS.
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into this registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
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the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Trumbull, State of Connecticut, on this 4th day
of August, 2003.
IMAGISTICS INTERNATIONAL INC.
By: /s/Marc C. Breslawsky
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Marc C. Breslawsky
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Marc C. Breslawsky, Joseph D. Skrzypczak
and Mark S. Flynn and each of them his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, and hereby
ratifies and confirms all that said attorneys-in-fact and agents, each acting
alone, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/Marc C. Breslawsky Chairman, August 4, 2003
------------------------------ Chief Executive Officer and
Marc C. Breslawsky Director (principal executive
officer)
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/s/Joseph D. Skrzypczak Chief Financial Officer August 4, 2003
------------------------------ (principal financial officer)
Joseph D. Skrzypczak
/s/Timothy E. Coyne Controller August 4, 2003
------------------------------ (principal accounting officer)
Timothy E. Coyne
/s/Thelma R. Albright Director August 4, 2003
------------------------------
Thelma R. Albright
/s/T. Kevin Dunnigan Director August 4, 2003
------------------------------
T. Kevin Dunnigan
/s/Ira D. Hall Director August 4, 2003
------------------------------
Ira D. Hall
/s/Craig R. Smith Director August 4, 2003
------------------------------
Craig R. Smith
/s/James A. Thomas Director August 4, 2003
------------------------------
James A. Thomas
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INDEX TO EXHIBITS
Exhibit
No. Description
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4.1 Form of Amended and Restated Certificate of Incorporation *
4.2 Form of Amended and Restated By-laws *
4.3 Rights Agreement *
4.4 First Amendment Agreement to Rights Agreement *
4.5 Certificate of Designation of Series A Junior Participating
Preferred Stock *
4.6 Imagistics International Inc. Share Incentive Plan
5.1 Opinion of Wiggin & Dana LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Wiggin & Dana LLP (filed as part of Exhibit 5)
24.1 Power of Attorney (included on the signature page hereof)
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* Incorporated herein by reference