ITEM 8.01. Other Events.
On June 18, 2008, Pitney Bowes Inc. (the "Company") filed a registration statement on Form S-3 (No. 333-151753) (the "Registration Statement") with the Securities and Exchange Commission for the registration of the debt securities, preferred stock, preference stock, common stock, purchase contracts, depositary shares, warrants and units of the Company. The Registration Statement and the prospectus contained therein are collectively referred to as the "Prospectus". On March 3, 2009, the Company filed a final prospectus supplement, dated March 2, 2009, to the Prospectus, relating to the issuance of $300,000,000 aggregate principal amount of its 6.25% Notes due 2019 (the "Notes"). The form of the global note representing the Notes is filed as Exhibit 4.1 hereto and is incorporated by reference herein.
On March 2, 2009, the Company agreed to sell the Notes pursuant to the Underwriting Agreement, dated as of March 2, 2009 (the "Underwriting Agreement"), and the Pricing Agreement, dated as of March 2, 2009 (the "Pricing Agreement"), by and among the Company and Banc of America Securities LLC and J.P. Morgan Securities Inc., as the representatives for the underwriters listed on Schedule I thereto. Copies of the Underwriting Agreement and the Pricing Agreement are filed as Exhibit 1.1 hereto and are incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement and the Pricing Agreement.
In connection with the issuance of the Notes, Gibson, Dunn & Crutcher LLP, counsel to the Company, has delivered an opinion to the Company, dated March 5, 2009, regarding the legality of the Notes upon issuance and sale thereof on March 5, 2009. A copy of the opinion is attached as Exhibit 5.1 hereto. ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
1.1 Underwriting Agreement and Pricing Agreement

4.1 Form of 6.25% Note due 2019

5.1 Opinion of Gibson, Dunn & Crutcher LLP

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