Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 45K Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 11K
3: EX-23.1 Consent of Expert or Counsel HTML 6K
5: EX-FILING FEES Filing Fees HTML 14K
4: EX-99.1 Miscellaneous Exhibit HTML 185K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated
filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Pitney Bowes Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 5,000,000 shares of shares of its common stock, par value $1.00 per share (“Common Stock”), issuable to eligible employees of the Registrant and its affiliates under the Amended and Restated Pitney Bowes Inc. 2018 Stock Plan (the “Plan”).
On a Registration Statement on Form S-8 (SEC File No. 333-224833), filed by the Registrant with the Securities
and Exchange Commission (the “Commission”) on May 10, 2018, the Registrant previously registered 14,000,000 shares of its Common Stock issuable to eligible employees of the Registrant and its affiliates under the Pitney Bowes Inc. 2018 Stock Plan (the predecessor plan of the Plan and referred to herein as the “Predecessor Plan”). In addition, on a Registration Statement on Form S-8 (SEC File No. 333-231313), filed by the Registrant with the Commission on May 9, 2019, the
Registrant previously registered 8,500,000 shares of its Common Stock issuable to eligible employees of the Registrant and its affiliates under the Plan. In addition, on a Registration Statement on Form S-8 (SEC File No. 333-240336), filed by the Company with the Commission on August 4, 2020, the Registrant previously registered 10,400,000 shares of its Common Stock issuable to eligible employees of the Registrant and its affiliates under the Plan (the three Registration Statements on Form S-8 referenced
in this paragraph, collectively, the “Prior Registration Statements”).
As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statements, including all exhibits filed therewith or incorporated therein by reference, to the extent not otherwise amended or superseded by the contents hereof.
PART
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to the requirements of the Securities Act of 1933, 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 Stamford, State of Connecticut, on August 2, 2022.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel J. Goldstein his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file
the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent 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 by the following persons in the capacities indicated on the dates indicated.