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): March 5, 2003
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 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 and that certain
Second Amendment Agreement dated as of July 19, 2002 (as amended, the "Credit
Agreement") entered into a Third Amendment Agreement as of March 5, 2003 (the
"Third Amendment"). The Third Amendment (i) 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 $58 million to $78 million, (ii) reduces
the Registrant's borrowing base reporting obligations from monthly to quarterly
so long as the Borrowing Base Availability (as defined in the Credit Agreement)
is greater than $50,000,000, (iii) reduces the minimum Consolidated EBITDA (as
defined in the Credit Agreement) requirement for periods ending on or after
December 31, 2002 to $100,000,000 for the preceding four consecutive fiscal
quarters, and (iv) revises the limitation on Capital Expenditures applicable to
any period of four consecutive fiscal quarters ending on or after December 31,
2002 to an amount not to exceed 85% of Consolidated EBITDA for such period. A
copy of the Third Amendment is filed herewith as Exhibit 10.31.
ITEM 7(c). EXHIBITS.
Exhibit 10.31 Third Amendment Agreement, dated as of March 5, 2003, 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 dates 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 and
that certain Second Amendment Agreement dates as of July 19, 2002.
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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: March 6, 2003
Imagistics International Inc.
By: /s/ Mark S. Flynn
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Name: Mark S. Flynn
Title: Vice President, General Counsel
and Secretary
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