0000919574-05-000254.txt : 20120705 0000919574-05-000254.hdr.sgml : 20120704 20050203161457 ACCESSION NUMBER: 0000919574-05-000254 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050203 DATE AS OF CHANGE: 20050203 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 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-62337 FILM NUMBER: 05573540 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 1 d545038_13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___) Imagistics International Inc. (Name of Issuer) Shares of Common stock, par value $.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 45247T104 (CUSIP Number) January 24, 2005 -------------------------------------------------------------------------------- (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 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 1. Names of Reporting Persons I.R.S. Identification Nos. of above Persons (entities only). Witmer Asset Management, LLC 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 818,850 7. Sole Dispositive Power 0 8. Shared Dispositive Power 818,850 9. Aggregate Amount Beneficially Owned by Each Reporting Person 818,850 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) 5.0% 12. Type of Reporting Person (See Instructions) OO CUSIP No. 45247T104 1. Names 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 12,000 6. Shared Voting Power 828,850 7. Sole Dispositive Power 12,000 8. Shared Dispositive Power 828,850 9. Aggregate Amount Beneficially Owned by Each Reporting Person 844,850 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) 5.1% 12. Type of Reporting Person (See Instructions) IN CUSIP No. 45247T104 1. Names 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 828,850 7. Sole Dispositive Power 4,000 8. Shared Dispositive Power 828,850 9. Aggregate Amount Beneficially Owned by Each Reporting Person 844,850 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) 5.1% 12. Type of Reporting Person (See Instructions) IN CUSIP No. 45247T104 Item 1. Name of Issuer (a) Name of Issuer: Imagistics International Inc. (b) Address of Issuer's Principal Executive Offices: 100 Oakview Drive Trumbull, CT 06611 Item 2. Name of Person Filing (a) Name: Witmer Asset Management, LLC Charles H. Witmer Meryl B. Witmer (b) Address of Principal Business Office: 237 Park Avenue, Suite 800 New York, New York 10017 (c) Citizenship: Delaware U.S.A. U.S.A. (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 ss. 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or dealer registered under Section 15 of the Act. (b) |_| Bank as defined in section 3(a)(6) of the Act. (c) |_| Insurance company as defined in section 3(a)(19) of the Act. (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940. (e) |_| An investment adviser in accordance with ss. 240.13(d)-1(b)(1)(ii)(E). (f) |_| An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F). (g) |_| A parent holding company or control person in accordance with ss. 240.13d-1(b)(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. (j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount Beneficially Owned: Witmer Asset Management, LLC 818,850 shares Charles H. Witmer 844,850 shares Meryl B. Witmer 844,850 shares (b) Percent of Class: Witmer Asset Management, LLC 5.0% Charles H. Witmer 5.1% Meryl B. Witmer 5.1% (c) Number of shares as to which the person has: (i) sole power to vote or to direct the vote: Witmer Asset Management, LLC 0 shares Charles H. Witmer 12,000 shares Meryl B. Witmer 4,000 shares (ii) shared power to vote or to direct the vote: Witmer Asset Management,LLC 818,850 shares Charles H. Witmer 828,850 shares Meryl B. Witmer 828,850 shares (iii) sole power to dispose or to direct the disposition of. Witmer Asset Management, LLC 0 shares Charles H. Witmer 12,000 shares Meryl B. Witmer 4,000 shares (iv) shared power to dispose or to direct the disposition of: Witmer Asset Management, LLC 818,850 shares Charles H. Witmer 828,850 shares Meryl B. Witmer 828,850 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: |_| Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Member of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): 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. Exhibits Exhibit 1 Joint Filing Agreement dated February 3, 2005 among Witmer Asset Management, LLC, Charles H. Witmer and Meryl B. Witmer. SIGNATURES 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 3, 2005 Witmer Asset Management, LLC /s/ Charles H. Witmer * ----------------------------- Name: Charles H. Witmer Title: Managing Member Dated: February 3, 2005 /s/ Charles H. Witmer * ----------------------------- Charles H. Witmer Dated: February 3, 2005 /s/ Meryl B. Witmer * ----------------------------- Meryl B. Witmer * The reporting persons hereby disclaim beneficial ownership over the shares reported on this 13G except to the extent of their pecuniary interest therein. 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 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: February 3, 2005 Witmer Asset Management, LLC /s/ Charles H. Witmer * ----------------------------- Name: Charles H. Witmer Title: Managing Member Dated: February 3, 2005 /s/ Charles H. Witmer * ----------------------------- Charles H. Witmer Dated: February 3, 2005 /s/ Meryl B. Witmer * ----------------------------- Meryl B. Witmer 00124.0001 #545038