-----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, F7DcUYE7/krwfbaEzi8RRwaRq8eoKWC7JLZ5qFBnislX44/DaUf3rX6r3LVRkPbk erZhzUbXptDQAUN7mg7dXw== 0000919574-03-001767.txt : 20030916 0000919574-03-001767.hdr.sgml : 20030916 20030916094951 ACCESSION NUMBER: 0000919574-03-001767 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030916 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WITMER ASSET MANAGEMENT CENTRAL INDEX KEY: 0001159290 IRS NUMBER: 133735486 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 237 PARK AVE STREET 2: STE 800 CITY: NEW YORK STATE: NY ZIP: 10017 MAIL ADDRESS: STREET 1: 237 PARK AVE STREET 2: STE 800 CITY: NEW YORK STATE: NY ZIP: 10017 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: 03896779 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 OFFICE SYSTEMS INC DATE OF NAME CHANGE: 20010321 FORMER COMPANY: FORMER CONFORMED NAME: PITNEY BOWES SYSTEMS INC DATE OF NAME CHANGE: 20010320 SC 13G/A 1 d426815_13g-a.txt -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response...11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.5)* Imagistics International Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Shares of Common stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 45247T104 - -------------------------------------------------------------------------------- (CUSIP Number) September 12, 2003 - -------------------------------------------------------------------------------- (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 in 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 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Witmer Asset Management 13-3735486 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 801,000 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 801,000 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 801,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.73% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- CUSIP No. 45247T104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles H. Witmer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 15,000 6. SHARED VOTING POWER 803,800 7. SOLE DISPOSITIVE POWER 15,000 8. SHARED DISPOSITIVE POWER 803,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 822,800 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.85% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- CUSIP No. 45247T104 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Meryl B. Witmer 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 4,000 6. SHARED VOTING POWER 803,800 7. SOLE DISPOSITIVE POWER 4,000 8. SHARED DISPOSITIVE POWER 803,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 822,800 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.85% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- CUSIP No. 45247T104 Item 1(a). Name of Issuer: Imagistics International Inc. (b). Address of Issuer's Principal Executive Offices: 100 Oakview Drive Trumbull, CT 06611 Item 2(a). Name of Person Filing: Witmer Asset Management Charles H. Witmer Meryl B. Witmer (b). Address of Principal Business Office, or if None, Residence: 237 Park Avenue, Suite 800 New York, New York 10017 (c). Citizenship: Witmer Asset Management is a limited liability company and organized under the laws of the State of Delaware. Charles H. Witmer and Meryl B. Witmer are United States citizens. (d). Title of Class of Securities: Shares of Common stock, par value $.01 per share (e). CUSIP Number: 45247T104 Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Witmer Asset Management 801,000 shares Charles H. Witmer 822,800 shares Meryl B. Witmer 822,800 shares (b) Percent of class: Witmer Asset Management 4.73% Charles H. Witmer 4.85% Meryl B. Witmer 4.85% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote Witmer Asset Management 0 shares Charles H. Witmer 15,000 shares Meryl B. Witmer 4,000 shares (ii) Shared power to vote or to direct the vote Witmer Asset Management 801,000 shares Charles H. Witmer 803,800 shares Meryl B. Witmer 803,800 shares (iii) Sole power to dispose or to direct the disposition of Witmer Asset Management 0 shares Charles H. Witmer 15,000 shares Meryl B. Witmer 4,000 shares (iv) Shared power to dispose or to direct the disposition of Witmer Asset Management 801,000 shares Charles H. Witmer 803,800 shares Meryl B. Witmer 803,800 shares Item 5. Ownership of Five Percent or Less of a Class. 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]. Witmer Asset Management, Charles H. Witmer and Meryl B. Witmer are no longer the beneficial owners of more than 5%. ----------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not Applicable ----------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Not Applicable ----------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not Applicable ----------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not Applicable ---------------------------------------------------------------------- Item 10. 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 such purpose or effect. Exhibits Exhibit 1 --------- Joint Filing Agreement dated September 15, 2003 between Witmer Asset Management, Charles H. Witmer and Meryl B. Witmer. 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: September 15, 2003 Witmer Asset Management /s/ Charles H. Witmer * -------------------------------- Name: Charles H. Witmer Title: Managing Member Dated: September 15, 2003 /s/ Charles H. Witmer * -------------------------------- Charles H. Witmer Dated: September 15, 2003 /s/ Meryl B. Witmer * -------------------------------- Meryl B. Witmer * The reporting persons hereby disclaim beneficial ownership over the shares reported on this 13G to the extent of their pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with this statement, provided, however, that a power of attorney, for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G Amendment No. 5 under the Securities Exchange Act of 1934, as amended, with respect to shares of common stock of Imagistics International, Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement Pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G. Dated: September 15, 2003 Witmer Asset Management /s/ Charles H. Witmer -------------------------------- Name: Charles H. Witmer Title: Managing Member Dated: September 15, 2003 /s/ Charles H. Witmer -------------------------------- Charles H. Witmer Dated: September 15, 2003 /s/ Meryl B. Witmer -------------------------------- Meryl B. Witmer 00124.0001 #426815 -----END PRIVACY-ENHANCED MESSAGE-----