-----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, JWhfPXY3BQOoq4HrFAQ9SBVGk8Fd0h8np1JbSJCREZwuYGz08Zz7zEGYbqobGgJE 4zvK/SZ0osCFsPqt+JNmdg== 0000950134-05-002766.txt : 20050211 0000950134-05-002766.hdr.sgml : 20050211 20050211134342 ACCESSION NUMBER: 0000950134-05-002766 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050211 DATE AS OF CHANGE: 20050211 GROUP MEMBERS: MICHAEL SPALTER GROUP MEMBERS: PAUL W BLAVIN 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: 05596962 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLAVIN & CO INC CENTRAL INDEX KEY: 0001107124 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8800 N GANEY CENTER DR STREET 2: SUITE 260 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4015433510 MAIL ADDRESS: STREET 1: 8800 N. GALNEY CERNER DR STREET 2: SUITE 260 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 SC 13G 1 d22272sc13g.htm SCHEDULE 13G sc13g
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

IMAGISTICS INTERNATIONAL, INC.

(Name of Issuer)

Shares of Common Stock, par value $0.01 per share

(Title of Class of Securities)

45247T104

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        þ Rule 13d-1 (b)

        o Rule 13d-1 (c)

        o 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 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).

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13G
CUSIP No. 45247T104
  1. Name of Reporting Person:
Blavin & Company, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
061433471
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  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:
889,900
6. Shared Voting Power:
0
7. Sole Dispositive Power:
889,900
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
889,900
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
5.45%**
  12.Type of Reporting Person:*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

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13G
CUSIP No. 45247T104
  1. Name of Reporting Person:
Paul W. Blavin		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
889,900
6. Shared Voting Power:
0
7. Sole Dispositive Power:
889,900
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
889,900
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
5.45%**
  12.Type of Reporting Person:*
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

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13G
CUSIP No. 45247T104
  1. Name of Reporting Person:
Michael Spalter		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:*
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
U.S. Citizen
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
889,900
6. Shared Voting Power:
0
7. Sole Dispositive Power:
889,900
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
889,900
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:*
o
  11.Percent of Class Represented by Amount in Row (9):
5.45%**
  12.Type of Reporting Person:*
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

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SCHEDULE 13G

     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Blavin & Company, Inc., a Delaware corporation (“BCI”), Mr. Paul W. Blavin, and Mr. Michael Spalter, the principals of BCI, relating to shares of Common Stock of Imagistics International, Inc., a Delaware corporation (the “Issuer”).

     This Schedule 13G relates to shares of Common Stock of the Issuer purchased by BCI for the account of four institutional clients for which BCI acts as investment adviser.

     
Item 1(a)
  Name of Issuer.
 
    
  Imagistics International, Inc.
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices.
 
    
  100 Oakview Drive, Trumbull, Connecticut 06611.
 
    
Item 2(a)
  Name of Person Filing.
 
    
  Blavin & Company, Inc. (“BCI”), Paul W. Blavin, and Michael Spalter as principals for BCI.
 
    
Item 2(b)
  Address of Principal Business Office, or, if none, Residence.
 
    
  7025 N. Scottsdale Road, Suite 230, Scottsdale, Arizona 85253.
 
    
Item 2(c)
  Citizenship or Place of Organization.
 
    
  BCI is a corporation organized under the laws of the State of Delaware. Paul W. Blavin and Michael Spalter are the principals of BCI and are United States citizens.
 
    
Item 2(d)
  Title of Class of Securities.
 
    
  Common Stock, par value $0.01 per share (the “Common Stock”).
 
    
Item 2(e)
  CUSIP Number.
 
    
  45247T104

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

         
(a)
  o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
        
(b)
  o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

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(c)
  o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
        
(d)
  o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
        
(e)
  x   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
        
(f)
  o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F).
 
        
(g)
  o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
        
(h)
  o   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
        
(i)
  o   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)
  o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

     If this statement is filed pursuant to Rule 13d-1(c), check this box. o

         
Item 4
   Ownership.
 
        
  (a)   BCI, Mr. Blavin, and Mr. Spalter may be deemed to be the beneficial owners of 889,900 shares of Common Stock.
 
        
  (b)   BCI, Mr. Blavin and Mr. Spalter may be deemed to be the beneficial owners of 5.45% of the outstanding shares of Common Stock. This percentage is determined by dividing 889,900 by 16,316,269, the number of shares of Common Stock issued and outstanding on October 29, 2004, as reported in the Issuer’s quarterly report on Form 10-Q filed November 9, 2004.
 
        
  (c)   BCI has the sole power to vote and dispose of the 889,900 shares of Common Stock deemed to be beneficially owned by it. As the principals of BCI, Mr. Blavin and Mr. Spalter may direct the vote and disposition of the 889,900 shares of Common Stock deemed to be beneficially owned by BCI.
 
        
Item 5
   Ownership of Five Percent or Less of a Class.
 
        
 
   Inapplicable.

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Item 6
  Ownership of More Than Five Percent on Behalf of Another Person.
 
    
  All securities reported in this schedule are owned by advisory clients of BCI. To the knowledge of BCI, no one advisory client owns more than 5% of the Common Stock.
 
    
Item 7
  Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
    
  Inapplicable.
 
    
Item 8
  Identification and Classification of Members of the Group.
 
    
  Inapplicable.
 
    
Item 9
  Notice of Dissolution of Group.
 
    
  Inapplicable.
 
    
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 that purpose or effect.
 
    
Exhibits
  Exhibit 1
 
    
  Joint Filing Agreement dated February 4, 2003, between BCI, Paul W. Blavin and Michael Spalter.

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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.

     Date: February 11, 2005
         
  BLAVIN & COMPANY, INC.
 		  
  By:   /s/ Paul W. Blavin    
    Paul W. Blavin   
    Chairman and Chief Executive Officer   
 
     
  /s/ Paul W. Blavin    
  Paul W. Blavin   
     
 
     
  /s/ Michael Spalter    
  Michael Spalter   
     
 

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EX-99.1 2 d22272exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Imagistics International, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 11, 2005.
         
  BLAVIN & COMPANY, INC.
 		  
  By:   /s/ Paul W. Blavin    
    Paul W. Blavin   
    Chairman and Chief Executive Officer   
 
     
  /s/ Paul W. Blavin    
  Paul W. Blavin   
     
 
     
  /s/ Michael Spalter    
  Michael Spalter   
     
 

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