-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Recy35C/y0OV7X5u9TON/1mZVkPrwgsfNfdxsTTcjs+C2jo9neyx+hOSjyOrDowM JA/aGg/F/l9K3/EQJV03Ww== 0000899140-03-000151.txt : 20030213 0000899140-03-000151.hdr.sgml : 20030213 20030213140403 ACCESSION NUMBER: 0000899140-03-000151 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMAGISTICS INTERNATIONAL INC CENTRAL INDEX KEY: 0001137019 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 061611068 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62337 FILM NUMBER: 03558458 BUSINESS ADDRESS: STREET 1: 100 OAKVIEW DRIVE CITY: TRUMBULL STATE: CT ZIP: 06611 BUSINESS PHONE: (203)365-7 MAIL ADDRESS: STREET 1: 100 OAKVIEW DRIVE CITY: TRUMBULL STATE: CT ZIP: 06611 FORMER COMPANY: FORMER CONFORMED NAME: PITNEY BOWES SYSTEMS INC DATE OF NAME CHANGE: 20010320 FORMER COMPANY: FORMER CONFORMED NAME: PITNEY BOWES OFFICE SYSTEMS INC DATE OF NAME CHANGE: 20010321 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM CAPITAL III L P ET AL CENTRAL INDEX KEY: 0000936075 IRS NUMBER: 061253453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 153 E 53RD ST STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022-4611 BUSINESS PHONE: 2123194100 MAIL ADDRESS: STREET 1: 153 E 53RD ST STREET 2: 51ST FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 im1151552b.txt AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* Amendment No. 2 Imagistics International, Inc. ------------------------------ (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) 45247T104 --------- (CUSIP Number) December 31, 2002 ----------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------- ----------------- CUSIP No. 45247T104 13G Page 2 of 4 Pages - -------------------- ----------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Capital V, LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------- ------ ---------------------------------------------------- 5 SOLE VOTING POWER 0 ------ ---------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH ------ ---------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ------ ---------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - ---------- --------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ---------- --------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A - ---------- --------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% - ---------- --------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO - ---------- --------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! This Amendment No. 2 on Schedule 13G (this "Amendment No. 2") amends the Amendment No. 1 to Schedule 13G which was filed on February 14, 2002 ("Amendment No. 1") with respect to the common stock, par value $0.01 per share ("Common Stock"), of Imagistics International, Inc. (the "Company"). This Amendment No. 2 is being filed to report, among other things, that Gotham V, LLC, a Delaware limited liability company (the "Reporting Person"), holds less than 5% of the total outstanding Common Stock. Item 4: Ownership: - ------ --------- Item 4 of Amendment No. 1 is hereby amended and restated in its entirety as follows: A. Gotham Capital V, LLC - -- --------------------- (a) Amount beneficially owned: 0 (b) Percent of class: 0.0%. The percentages used herein and in the rest of this Amendment No. 2 are calculated based upon the 18,206,057 shares of Common Stock stated to be issued and outstanding as of October 31, 2002, as reflected in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002, filed as of November 13, 2002. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: -0- Item 5: Ownership of Five Percent or Less of a Class: - ------ -------------------------------------------- Item 5 of Amendment No. 1 is hereby amended and restated in its entirety as follows: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X] Item 10: Certification: - ------- ------------- The Reporting Person hereby makes the following certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. -3- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 13, 2003 GOTHAM CAPITAL V, LLC By: /s/ Joel M. Greenblatt ------------------------------ Name: Joel M. Greenblatt Title: Manager [SIGNATURE PAGE TO AMENDMENT NO. 2 TO SCHEDULE 13G WITH RESPECT TO IMAGISTICS INTERNATIONAL, INC.] -----END PRIVACY-ENHANCED MESSAGE-----