UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): ~~May~~June 510, 2015

BORDERFREE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36359	~~001~~52-~~36359~~2216062	~~52-2216062~~
(State or other jurisdiction ofincorporation or organization)		(Commission File Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

292 Madison Avenue, 5th Floor

292 Madison Avenue, 5th Floor New York, New York	10017
(Address of principal executive offices)	(Zip Code)

~~New~~Registrant’s ~~York~~telephone number, ~~New~~including ~~York~~area ~~10017~~code: (212) 299-3500

~~(212)~~Check ~~299~~the appropriate box below if the Form 8-~~3500~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(Address,~~☐ ~~including~~Written ~~zip~~communications ~~code,~~pursuant ~~and~~to ~~telephone~~Rule ~~number,~~425 ~~including~~under ~~area~~the ~~code,~~Securities ofAct ~~registrant’s~~(17 ~~principal~~CFR ~~executive offices~~230.425)

~~Check~~☐ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~ 240.14a-12)

☐ ¨Pre-commencement ~~Written~~ communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b) )

☐ ¨Pre-commencement ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

Introductory ~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Note.~~14d-2(b))~~

As ¨previously ~~Pre-commencement~~disclosed ~~communications~~on ~~pursuant~~May to6, ~~Rule~~2015 ~~13e~~in the Current Report on Form 8-4K filed with the Securities and Exchange Commission (cthe “SEC”) ~~under~~by Borderfree, Inc., a Delaware corporation (the ~~Exchange~~“Company”), ~~Act~~the Company is party to an Agreement and Plan of Merger, dated as of May 5, 2015 (17the ~~CFR~~“Merger ~~240~~Agreement”), with Pitney Bowes Inc.~~13d-4~~, a Delaware corporation (c“Parent”), and BrickBreaker Acquisition Corp., a Delaware corporation and a subsidiary of Parent (“Purchaser”).

Item 1.~~01. Entry~~02 Termination ~~into~~of a Material Definitive Agreement.

On ~~May~~June 510, 2015, ~~Borderfree,~~in ~~Inc.,~~connection awith ~~Delaware corporation (~~the ~~“Company”), entered into an Agreement and Plan of~~ Merger (~~the~~defined ~~“Merger Agreement”~~below), ~~by and among~~ the Company, ~~Pitney~~terminated ~~Bowes~~the ~~Inc.,~~Second aAmended ~~Delaware corporation (“Parent”),~~ and ~~BrickBreaker~~Restated ~~Acquisition~~Loan ~~Corp., a Delaware corporation~~ and aSecurity ~~subsidiary of Parent (“Purchaser”)~~Agreement, ~~pursuant~~dated toas ~~which, among other things, Purchaser will commence a tender offer for all the outstanding shares~~ of ~~the~~July ~~Company’s common stock~~24, ~~par value $0.01 per share (the “Shares”)~~2014, ~~subject~~with toSilicon ~~the~~Valley ~~terms and conditions of the Merger Agreement~~Bank.

~~Merger~~Item 2.01 Completion ~~Agreement~~of Acquisition or Disposition of Assets.

Pursuant to the Merger Agreement, ~~and~~on ~~upon~~May ~~the~~12, ~~terms and subject to the conditions thereof~~2015, Purchaser ~~will~~commenced ~~commence~~ a ~~cash~~ tender offer (the “Offer”) to ~~purchase~~acquire all of the outstanding ~~Shares~~shares of common stock, atpar avalue ~~purchase~~$0.01 ~~price~~per share, of the Company (“Shares”), for $14.00 per Share, net to the seller ~~thereof~~ in cash, without interest and less any ~~required~~applicable withholding taxes ~~(the “Offer Price”). The Offer will remain open for a minimum of 20 business days from commencement~~, ~~subject~~upon ~~to possible extension on~~ the terms ~~set forth in the Merger Agreement. Pursuant to the Merger Agreement, after the consummation of the Offer,~~ and subject to the ~~satisfaction or waiver of certain~~ conditions set forth in the ~~Merger~~Offer ~~Agreement~~to Purchase, ~~Purchaser~~dated ~~will~~May be12, ~~merged~~2015 ~~with and into the Company~~ (~~the~~as ~~“Merger”)~~amended ~~and~~or ~~the separate corporate existence of Purchaser will cease at that time (the “Effective Time”~~supplemented)~~. Following the consummation of the Merger~~, ~~the Company will continue as the surviving corporation (the “Surviving Corporation”)~~ and ~~a subsidiary of Parent. At~~ the ~~Effective~~related ~~Time,~~Letter ~~each Share (other than the Shares accepted by Purchaser in the Offer, Shares held in the Company’s treasury, and any Shares owned by stockholders who have properly exercised any available rights~~ of ~~appraisal under Section 262 of the Delaware General Corporation Law (the “DGCL”)) will be automatically converted into the right to receive an amount in cash equal to the Offer Price~~Transmittal.

~~Under~~The ~~the~~Offer ~~terms~~expired ofat ~~the~~12:00 midnight, ~~Merger~~New ~~Agreement,~~York ~~all~~City ~~stock~~time, ~~options~~on ~~outstanding~~June at9, 2015 (the ~~Effective~~“Expiration ~~Time~~Date”), ~~whether~~(one ~~vested~~minute orafter ~~unvested~~11:59 orp.m., ~~exercisable~~New orYork ~~unexercisable~~City time on June 9, ~~will~~2015), beas ~~cancelled~~scheduled, and ~~converted~~was ~~into~~not extended. Computershare Trust Company, N.A., the ~~right~~depositary tofor ~~receive~~the ~~(without~~Offer, ~~interest)~~advised anPurchaser ~~amount~~that, inas ~~cash~~of ~~(less~~the ~~applicable~~Expiration ~~tax~~Date, ~~withholdings)~~a ~~equal~~total of 30,775,882 Shares had been validly tendered and not withdrawn pursuant to the ~~excess~~Offer, ifrepresenting ~~any~~approximately 95% of the outstanding Shares. As a result, Purchaser accepted for payment (such time of acceptance for payment, the “Acceptance Time”) all such Shares validly tendered and not withdrawn pursuant to the Offer ~~Price~~on ~~over~~or prior to the ~~per~~Expiration ~~Share~~Date, ~~exercise~~and ~~price~~payment offor such ~~option~~Shares ~~multiplied~~has bybeen made to the ~~total~~depositary, ~~number~~which will act as agent for tendering stockholders for the purpose of receiving payments for tendered Shares ~~subject~~and totransmitting such ~~options~~payments ~~for~~to ~~each~~tendering ~~stock~~stockholders ~~option,~~whose ~~payable~~Shares inhave abeen ~~lump~~accepted ~~sum~~for nopayment, ~~later~~in ~~than~~accordance with the ~~second~~terms ~~payroll~~of ~~period~~the ~~after~~Offer. ~~the~~The ~~Effective~~depositary ~~Time~~also advised Parent and Purchaser that it has received Notices of Guaranteed Delivery with respect to 181,852 additional Shares, representing approximately 0.5% of the outstanding Shares.

~~Under~~On June 10, 2015, pursuant to the terms of the Merger Agreement, ~~all~~Purchaser ~~restricted~~merged ~~stock~~with ~~units~~and ~~granted~~into ~~under~~ the Company’s, ~~2014~~with ~~Stock~~the ~~Option~~Company ~~and~~continuing ~~Incentive~~as ~~Plan~~the ~~(“2014~~surviving ~~Plan~~corporation ~~RSUs~~(the “Merger”). ~~outstanding~~Upon atcompletion of the ~~Effective Time~~Merger, ~~whether~~the ~~vested~~Company orbecame ~~unvested,~~a ~~will~~subsidiary beof ~~cancelled~~Parent. ~~and~~The ~~converted~~Merger ~~into~~was effected without a vote or meeting of the ~~right~~Company stockholders pursuant to ~~receive~~Section 251(h) of the Delaware General Corporation Law (~~without~~the ~~interest~~“DGCL”),. anAt ~~amount~~the ineffective ~~cash~~time ~~(less~~of ~~applicable~~the ~~tax~~Merger, ~~withholdings~~(the “Effective Time”), ~~payable~~each inShare aissued ~~lump~~and ~~sum~~outstanding noimmediately ~~later~~prior ~~than~~to the ~~second~~Effective ~~payroll~~Time ~~period~~(other ~~after~~than (i) the ~~Effective~~Shares ~~Time~~accepted by Purchaser in the Offer, ~~equal~~(ii) toShares held in the ~~product~~Company’s treasury and (iii) any Shares owned by stockholders who properly exercised any available rights of appraisal under Section 262 of the ~~Offer~~DGCL ~~Price~~in ~~and~~connection with the ~~number~~Merger) ofwas ~~Shares~~automatically ~~underlying~~cancelled ~~such~~and ~~former~~converted ~~2014~~into ~~Plan~~the ~~RSU~~right ~~immediately~~to ~~prior~~receive an amount in cash equal to the ~~Effective~~Offer ~~Time~~Price.

Under the terms of the Merger Agreement, all ~~restricted~~ stock ~~units~~options ~~granted under the Company’s 2015 Stock Option Inducement Plan (“2015 Plan RSUs”)~~ outstanding at the Effective Time, whether vested or unvested, ~~will~~or beexercisable or unexercisable, were cancelled and converted into the right to receive (without interest) an ~~unvested award representing the opportunity to receive an~~ amount in cash (less applicable tax ~~witholdings~~withholdings) equal to the ~~product~~excess, if any, of the Offer Price ~~and~~over the ~~number~~per ofShare ~~Shares~~exercise ~~underlying~~price of such ~~2015~~option ~~Plan~~multiplied ~~RSU~~by ~~immediately prior to~~ the ~~Effective~~total ~~Time;~~number ~~provided~~of ~~that~~Shares ~~such award will remain~~ subject to ~~the~~such ~~same~~options ~~vesting,~~for ~~forfeiture,~~each ~~time~~stock ofoption, ~~payment~~payable ~~and other relevant terms as~~ in ~~effect~~a ~~immediately~~lump ~~before~~sum ~~the~~no ~~Effective~~later ~~Time. The~~than ~~holder of such RSU award must remain in service to Parent,~~ the ~~Company~~second orpayroll ~~any~~period ofafter ~~their affiliates through~~ the ~~applicable~~Effective ~~vesting dates to receive payment in respect thereof~~Time.

~~The~~Under ~~Merger~~the ~~Agreement~~terms ~~includes customary representations, warranties and covenants~~ of the ~~Company~~Merger Agreement, ~~Parent~~all ~~and~~restricted ~~Purchaser.~~stock ~~Until~~units ~~the~~granted ~~earlier~~under of the ~~termination~~Company’s of2014 ~~the~~Stock ~~Merger~~Option ~~Agreement~~ and ~~the~~Incentive ~~Effective~~Plan ~~Time,~~(“2014 ~~the~~Plan RSUs”) ~~Company~~outstanding ~~has~~at ~~agreed to operate its business and~~ the ~~business~~Effective ofTime, ~~its~~whether ~~subsidiaries~~vested inor ~~the~~unvested, ~~ordinary~~were ~~course~~cancelled and inconverted ~~substantially~~into the ~~same~~right ~~manner as previously conducted and has agreed~~ to ~~certain~~receive ~~other~~(without ~~operating covenants~~interest), asan ~~set~~amount ~~forth more fully~~ in ~~the~~cash ~~Merger~~(less ~~Agreement.~~applicable ~~The~~tax ~~Company~~withholdings) ~~has~~equal ~~also agreed (1)~~ to ~~cease~~the ~~all~~product ~~existing,~~of ~~and~~the ~~agreed~~Offer ~~not~~Price toand ~~solicit~~the ornumber ~~initiate~~of ~~any~~Shares ~~additional,~~underlying ~~discussions~~such ~~with~~former ~~third~~2014 ~~parties~~Plan ~~regarding~~RSU ~~other~~immediately ~~proposals~~prior to ~~acquire~~ the ~~Company~~Effective ~~and (2) to certain restrictions on its ability to respond to such proposals~~Time, ~~subject~~payable toin ~~fulfillment~~a oflump ~~certain~~sum ~~fiduciary~~no ~~requirements~~later ofthan the ~~board~~second ofpayroll ~~directors~~period ofafter the ~~Company.~~Effective Time.

~~Purchaser’s~~Under ~~obligation~~the toterms ~~accept~~of ~~for~~the ~~payment~~Merger ~~and~~Agreement, ~~pay~~all ~~for~~restricted ~~Shares~~stock ~~tendered~~units ingranted under the ~~Offer~~Company’s is2015 ~~subject~~Stock toOption ~~certain~~Inducement ~~conditions,~~Plan ~~including, among other things, the condition~~ (~~the~~ “~~Minimum~~2015 ~~Condition~~Plan RSUs”) ~~(i) that~~outstanding ~~there~~at ~~shall have been validly tendered and not validly withdrawn prior to~~ the ~~expiration~~Effective ~~date of the Offer that number of Shares that~~Time, ~~when~~whether ~~added~~vested toor ~~the Shares then owned by Purchaser~~unvested, ~~would~~were ~~represent~~cancelled ~~one~~and ~~Share~~converted ~~more~~into ~~than one-half (1/2) of~~ the ~~sum~~right ofto receive (awithout interest) ~~all~~ ~~Shares~~an ~~then~~unvested ~~outstanding~~award ~~plus~~representing ~~(b) all Shares that~~ the ~~Company~~opportunity ~~may be required~~ to ~~issue~~receive ~~upon~~an ~~the~~amount ~~vesting~~in cash (~~including~~less ~~vesting~~applicable ~~solely~~tax aswithholdings) aequal ~~result~~to of the ~~consummation~~product of the Offer), ~~conversion,~~Price ~~settlement~~and orthe ~~exercise~~number of ~~all~~Shares ~~then~~underlying ~~outstanding~~such ~~options,~~2015 ~~warrants,~~Plan orRSU ~~securities~~immediately ~~convertible~~prior orto ~~exchangeable~~the ~~into~~Effective ~~Shares,~~Time; orprovided ~~other~~that ~~rights~~such toaward ~~acquire~~remains orsubject beto ~~issued Shares, regardless of~~ the ~~conversion~~same ~~or exercise price or other~~ terms and conditions ~~thereof) and~~ (~~ii) the~~including ~~expiration~~forfeiture orand ~~termination~~time of ~~any~~payment) ~~applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,~~ as ~~amended.~~were in ~~The~~effect ~~Minimum~~immediately ~~Condition~~before ~~may not be waived by Purchaser without~~ the ~~prior~~Effective ~~written consent of the Company~~Time. ~~Neither the Offer nor the Merger is subject to a financing condition. Parent plans to finance the transaction with cash on hand.~~

The ~~Merger~~aggregate ~~Agreement~~consideration ~~contemplates~~to ~~that the Merger will~~ be ~~effected~~paid ~~pursuant to Section 251(h) of the DGCL, which permits completion of the Merger upon the acquisition~~ by ~~Merger~~Purchaser ~~Sub~~in ~~of one share more than 50% of~~ the ~~number~~Offer ~~of Shares that are then issued~~ and ~~outstanding. If the~~ Merger is ~~effected~~approximately ~~pursuant~~$496 ~~to Section 251(h) of the DGCL~~million, noincluding payments stockholder vote will be required to consummate the Merger. The closing of the Merger is subject to other customary closing conditions. The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in ~~connection with the termination of the Merger Agreement under specified circumstances, including by the Company to accept, and enter into a definitive agreement with~~ respect ~~to, an unsolicited, bona fide written proposal made by a third party after the date~~ of the Merger Agreement pursuant to which such third party would acquire more than 50% of the voting power or the assets of the Company and its subsidiaries on a consolidated basis on terms that the board of directors of the Company determines inoptions, ~~good~~RSUs ~~faith (after consultation with its financial advisors~~ and ~~outside~~transaction ~~legal~~fees ~~counsel), to be more favorable to the Company’s stockholders than the terms of the Offer~~ and ~~the Merger (a "Superior Proposal")~~expenses. ~~Any~~Parent ~~such~~funded ~~termination of~~ the Merger Agreement by the Company is subject to certain conditions, including the Company’s compliance with certain procedures set forth in the Merger Agreement and a determination by the board of directors of the Company that the failure to take such actions would be inconsistent with the directors’ fiduciary duties to stockholders under applicable law, payment of aShares ~~$17~~from ~~million~~available ~~fee~~cash byon ~~the Company and the concurrent execution of a definitive agreement by the Company with such third party~~hand.

The ~~board~~foregoing ofsummary ~~directors~~description of the ~~Company unanimously adopted resolutions (i) determining and declaring that the~~ Merger Agreement, ~~the Offer, the Merger~~ and ~~the~~related ~~other~~ transactions ~~contemplated~~does ~~thereby~~not ~~are~~purport ~~advisable~~to ~~and~~be incomplete ~~the~~and ~~best~~is ~~interests~~qualified ofin ~~the Company and~~ its ~~stockholders,~~entirety ~~(ii) approving~~by ~~the~~reference ~~Merger~~to ~~Agreement,~~ the ~~Offer,~~terms ~~the~~of ~~Merger and~~ the ~~other transactions contemplated by the~~ Merger Agreement ~~in accordance with the requirements of the DGCL~~, ~~including~~which ~~without~~was ~~limitation,~~filed ~~DGCL~~as ~~Section 251(h),~~Exhibit ~~(iii) approving~~2.1 ~~and~~to ~~declaring advisable~~ the ~~Merger~~Current ~~Agreement~~Report ~~and~~on ~~the~~Form ~~transactions~~8-K ~~contemplated~~filed ~~thereby~~by ~~and (iv) recommending that~~ the Company’s ~~stockholders~~with ~~accept~~ the ~~Offer~~SEC ~~and~~on ~~tender~~May ~~their~~6, ~~shares~~2015, ofand ~~Company~~is ~~Common~~incorporated ~~Stock~~by reference into ~~the~~this ~~Offer.~~Item 2.01.

~~Concurrently~~Item 3.01 ~~with~~Notice ~~entering into the Merger Agreement, the directors and executive officers holding Borderfree common stock and certain other significant stockholders~~ of ~~Borderfree~~Delisting entered into tender and support agreements with Parent and Purchaser (collectively, the “Support Agreements”) pursuant to which such stockholders agreed, among other things, to tender their shares of Borderfree common stock into the Offer and vote against any action, agreement or ~~transaction~~Failure ~~involving Borderfree that is intended or would reasonably be expected~~ to ~~impede,~~Satisfy ~~interfere~~a ~~with,~~Continuing ~~delay,~~Listing ~~postpone,~~Rule ~~adversely affect~~ or ~~prevent~~Standard; ~~consummation~~Transfer of ~~the Offer~~Listing. As of the date hereof, such directors, executive officers and stockholders owned in the aggregate approximately 64.2% of Borderfree’s outstanding common stock. The Support Agreements terminate upon the termination of the Merger Agreement in accordance with its terms, including if Borderfree terminates the Merger Agreement to accept a Superior Proposal.

~~Additional~~As ~~Information~~a result of the transactions described in Item 2.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.01, on June 10, 2015, the Company (i) notified the NASDAQ Stock Market (“NASDAQ”) of the consummation of the Merger and (ii) requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also intends to file with the SEC a Form 15 requesting that the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended.

~~The~~Item 3.03 ~~foregoing~~Material ~~summary~~Modification ~~of the Merger Agreement, the Support Agreement and the transactions contemplated thereby does not purport~~ to beRights ~~complete and is subject to, and qualified in its entirety by, the full text~~ of ~~the~~Security ~~Merger Agreement and support agreement, which are attached as Exhibits 2~~Holders.~~1 and 99.2 hereto and incorporated herein by reference.~~

The ~~Merger Agreement has been attached as an exhibit to provide investors and holders of Shares with~~ information ~~regarding~~set ~~its~~forth ~~terms and is not intended to modify or supplement any factual disclosures about the Company, Parent or Purchaser~~ in ~~the Company’s public reports filed with the U~~Item 2.S.01 ~~Securities and Exchange Commission (the “SEC”). The representations, warranties and covenants contained in the Merger Agreement were made only for the purposes~~ of ~~the~~this ~~Merger~~Current ~~Agreement,~~Report ~~were~~on ~~made~~Form as8-K of specific dates, were made solely for the benefit of the parties to the Merger Agreement and may not have been intended to be statements of fact but, rather, as a method of allocating risk and governing the contractual rights and relationships among the parties to the Merger Agreement. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality and other qualifications and limitations in a way that is ~~different~~incorporated ~~from what may be viewed as material~~ by ~~the~~reference ~~Company’s~~into stockholders. None of the Company’s stockholders or any other third parties should rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent or Purchaser or any of their respective subsidiaries or affiliates. The Merger Agreement and this summary are not intended to modify or supplement any factual disclosures about the Company, and should not be relied upon as disclosure about the Company without consideration of the periodic and current reports and statements that the Company files with the SECItem 3. ~~Factual disclosures about the Company contained in public reports filed with the SEC may supplement, update or modify the factual disclosures contained in the Merger Agreement~~03.

Item 2 5.~~02. Results~~01 ofChange ~~Operations~~in ~~and~~Control ~~Financial~~of ~~Condition~~Registrant.

OnThe ~~May~~information 5,set ~~2015,~~forth ~~Borderfree,~~in ~~Inc~~Item 2.01 ~~announced its financial results for the quarter ended March 31, 2015. The full text~~ of ~~the~~this ~~press~~Current ~~release~~Report ~~issued~~on inForm 8-K ~~connection with the announcement~~ is ~~furnished~~incorporated asby ~~Exhibit~~reference ~~99.1~~into to this ~~Current~~Item ~~Report on Form 8-K~~5.01.

~~The~~As ~~information~~a inresult ~~this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes~~ of ~~Section~~the 18completion of the ~~Securities~~Offer, ~~Exchange~~a ~~Act~~change of ~~1934,~~control asof ~~amended (~~the ~~"Exchange~~Company ~~Act"),~~has oroccurred. ~~otherwise~~Upon ~~subject to~~ the ~~liabilities~~consummation of ~~that section, nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities Act of 1933~~Merger, ~~as amended, or~~ the ~~Exchange~~Company ~~Act,~~became ~~except~~a assubsidiary ~~expressly~~of ~~set forth by specific reference in such a filing~~Parent.

~~Item~~The ~~5.02. Departure~~total amount of ~~Directors~~funds orrequired ~~Certain~~to ~~Officers;~~purchase ~~Election~~all ofoutstanding ~~Directors;~~Shares ~~Appointment~~in the Offer and to provide funding in connection with the Merger is approximately $496 million, including payments in respect of options, ~~Certain~~RSUs ~~Officers;~~and ~~Compensatory~~transaction ~~Arrangements~~fees and expenses. Parent funded the payment of ~~Certain~~Shares ~~Officers~~from available cash on hand.

~~On May~~ Item 5,.02 ~~2015,~~Departure ~~each~~ of ~~Michael~~Directors A.or ~~DeSimone,~~Certain ~~the~~Officers; ~~Company’s~~Election ~~Chief~~of ~~Executive~~Directors; ~~Officer,~~Appointment ~~Edwin~~of A.Certain ~~Neumann,~~Officers; ~~its~~Compensatory ~~Chief~~Arrangements ~~Financial~~to ~~Officer~~Certain ~~and Kris Green, its Chief Strategy Officer, entered into new employment agreements with the Company~~Officers.

~~Pursuant~~In toconnection ~~his~~with ~~employment~~the ~~agreement~~Merger, Mreach of William G. ~~DeSimone~~Bock, isDaniel ~~entitled~~T. toCiporin, anMichael ~~annual~~A. ~~base~~DeSimone, ~~salary~~Stephen ofJ. ~~$550~~Getsy,~~000~~ ~~and~~Isaac aHillel, ~~discretionary~~Beth ~~annual~~M. ~~bonus~~Pritchard, asGeorge ~~determined~~H. inSpencer, ~~the~~III ~~sole~~and ~~discretion~~Ofer Timor resigned as directors of the Company’s ~~board~~Board of ~~directors~~Directors or(the ~~compensation~~“Board”) ~~committee. Pursuant~~and tofrom ~~the~~all ~~employment~~committees ~~agreement,~~of in the ~~event~~Board ~~that~~on ~~Mr.~~which ~~DeSimone’s~~such ~~employment~~directors isserved, ~~terminated~~effective byas of the ~~Company~~Effective ~~without “cause”, or Mr~~Time. ~~DeSimone~~In ~~resigns~~accordance ~~his~~with ~~employment~~the ~~for~~terms ~~“good~~of ~~reason” (each as defined in~~ the ~~employment~~Merger ~~agreement)~~Agreement, ~~Mr.~~the ~~DeSimone~~directors ~~would~~of bePurchaser ~~entitled~~immediately prior to ~~receive~~the ~~severance~~Effective inTime, anwhich ~~amount~~consisted ~~equal~~of toSteven ~~his~~J. ~~then-annual~~Green, ~~base~~Barret ~~salary,~~S. ~~payable~~Johnson inand ~~twelve~~Debbie ~~monthly~~D. ~~installments~~Salce, ~~and~~became ~~certain~~the ~~health~~directors ~~insurance~~of ~~benefits. In~~the ~~addition,~~Company ~~all~~immediately ~~stock~~after ~~options~~the Effective Time. Biographical and other ~~stock-based~~information ~~awards,~~with ifrespect ~~any,~~to ~~held~~the bynew ~~Mr.~~directors ~~DeSimone~~of ~~will~~the ~~continue~~Company tois ~~vest~~set ~~for~~forth anin ~~additional~~Annex ~~twelve~~I ~~months~~to ~~following~~ the ~~date~~Offer ofto ~~such~~Purchase, ~~termination~~dated ~~without~~May ~~cause~~12, or2015 ~~such~~(together ~~resignation~~with ~~for~~any ~~good~~amendments ~~reason. In~~and ~~the~~supplements ~~event~~thereto), ~~that~~a ~~the~~copy ~~Company~~of ~~undergoes~~which ais ~~change~~attached inas ~~control~~Exhibit (asa)(1)(A) ~~defined~~to in the ~~employment~~Tender ~~agreement),~~Offer ~~all~~Statement ~~stock~~on ~~options~~Schedule ~~and~~TO ~~other~~filed ~~stock-based~~with ~~awards~~the ~~held~~SEC by ~~Mr.~~Parent ~~DeSimone,~~on ifMay ~~any~~12, ~~will~~2015 ~~immediately~~(together ~~accelerate~~with ~~and~~any ~~become~~amendments ~~fully~~and ~~exercisable~~supplements orthereto), ~~nonforfeitable~~which asis ofincorporated ~~the~~herein ~~change~~by ~~of control~~reference.

~~Pursuant~~Immediately tofollowing ~~his employment agreement, Mr. Neumann is entitled to an annual base salary of $325,000 and a discretionary annual bonus as determined in~~ the ~~sole~~Effective ~~discretion~~Time of the ~~Company’s~~Merger, ~~board~~Michael ~~of directors or compensation committee. Pursuant to the employment agreement~~DeSimone, inChief ~~the~~Executive ~~event~~Officer ~~that~~and ~~Mr. Neumann’s employment is terminated by the Company without “cause”~~President, orand ~~Mr.~~Ed Neumann ~~resigns his employment for “good reason” (each as defined in the employment agreement)~~, ~~Mr.~~Chief ~~Neumann~~Financial ~~would be entitled to receive severance in an amount equal to one time his then-annual base salary~~Officer, ~~payable~~Vice inPresident ~~twelve monthly installments,~~ and ~~certain health insurance benefits. In addition~~Treasurer, ~~all~~ceased ~~stock options and other stock-based awards, if any, held by Mr. Neumann will continue~~ to ~~vest~~serve ~~for~~in ~~an additional twelve months following the date of~~ such ~~termination~~roles, ~~without~~and ~~cause or such resignation for good reason. In~~ the ~~event~~Board ~~that~~appointed ~~the~~Lila ~~Company~~Snyder ~~undergoes a change in control (~~as ~~defined~~President inof the ~~employment~~Company ~~agreement), all stock options~~ and ~~other~~Debbie ~~stock-based awards held by Mr~~D. ~~Neumann,~~Salce ifas ~~any,~~Vice ~~will~~President ~~immediately accelerate~~ and ~~become~~Treasurer ~~fully exercisable or nonforfeitable as~~ of the ~~change of control~~Company.

~~Pursuant~~Lila toSnyder, ~~his employment agreement~~42, ~~Mr. Green~~ is ~~entitled to an annual base salary of CAD$340~~President,~~930~~ ~~and~~Global aECommerce ~~discretionary~~at ~~annual~~Pitney ~~bonus~~Bowes ~~as determined in the sole discretion of the Company’s board of directors or compensation committee~~Inc. ~~Pursuant~~ toIn ~~the~~this ~~employment agreement~~role, inshe ~~the~~is ~~event~~responsible ~~that~~for ~~Mr.~~the ~~Green~~company’s ~~employment~~overall isecommerce ~~terminated~~business byand ~~the Company without “cause”, or Mr~~strategy. ~~Green~~Prior ~~resigns his employment for “good reason” (each as defined in the employment agreement), Mr. Green would be entitled~~ to ~~receive~~this ~~severance~~role inshe anwas ~~amount equal to 50% of his then-annual base salary~~President, ~~payable~~Document Messaging inTechnologies ~~six~~at ~~monthly~~Pitney ~~installments,~~Bowes ~~and certain health insurance benefits~~Inc. In Until ~~addition~~October 2013, ~~all~~she ~~stock~~was ~~options~~at ~~and~~McKinsey ~~other~~& ~~stock-based awards~~Company, ~~if any, held by Mr~~Inc. ~~Green~~In ~~will~~this ~~continue~~role, toshe ~~vest~~was ~~for an additional six months following~~ the ~~date~~leader of ~~such~~McKinsey’s ~~termination~~Stamford ~~without~~office ~~cause~~and orfocused ~~such~~on ~~resignation~~serving ~~for~~clients ~~good reason. In the event that the Company undergoes a change~~ in ~~control (as defined in~~ the ~~employment agreement)~~technology, ~~all~~media ~~stock options~~ and ~~other~~communications ~~stock-based awards held by Mr~~sectors. ~~Green, if any, will immediately accelerate and become fully exercisable or nonforfeitable as of the change of control.~~

~~The~~Item 5.03 ~~foregoing~~Amendments ~~description of the employment agreements does not purport~~ to beArticles ~~complete and is qualified in its entirety by reference to the complete text~~ of ~~each~~Incorporation ofor ~~the~~Bylaws; ~~employment~~Change ~~agreements,~~in ~~which~~Fiscal ~~are attached hereto as Exhibits 10~~Year.~~1, 10.2 and 10.3 and incorporated by reference herein.~~

~~Item~~In 8connection with the consummation of the Merger, the Company’s certificate of incorporation, as amended, and its bylaws, as amended, were each amended and restated in their entirety to be identical to the certificate of incorporation and bylaws of Purchaser as in effect immediately prior to the Effective Time.01 Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3. ~~Other~~1 ~~Events~~and 3.2 hereto and are incorporated by reference into this Item 5.03.

~~On May 5, 2015, the Company issued a press release relating its financial results for the quarter ended March 31, 2015 and the Merger Agreement~~Item 9.01 AFinancial ~~copy~~Statements ~~of the press release is attached hereto as Exhibit 99.1~~ and ~~is incorporated herein by reference~~Exhibits.

~~The information in this Form 8-K~~ (~~including Exhibit 99.1~~d) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filingExhibits.

Important Information and Where To Find It

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of May 5, 2015, by and among Borderfree, Inc., Pitney Bowes Inc. and BrickBreaker Acquisition Corp. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Borderfree, Inc. on May 6, 2015).*

3.1		Amended and Restated Certificate of Incorporation of Borderfree, Inc.

3.2		Amended and Restated Bylaws of Borderfree, Inc.

* The ~~tender~~Company ~~offer~~will ~~described~~furnish insupplementally ~~this document (the “Offer”) has not yet commenced, and this document is neither an offer to purchase nor~~ a ~~solicitation~~copy of ~~an offer to sell~~ any ~~shares~~omitted ofschedule ~~the common stock of Borderfree~~ or ~~any~~exhibit ~~other~~to ~~securities. On~~ the ~~commencement~~SEC ~~date~~upon ofrequest; ~~the~~provided, ~~Offer~~however, athat ~~tender~~the ~~offer~~Company ~~statement~~may onrequest ~~Schedule~~confidential ~~TO,~~treatment ~~including~~pursuant ~~an offer~~ to ~~purchase,~~Rule a24b-2 ~~letter~~ of ~~transmittal and related documents, will be filed with~~ the ~~United States~~ Securities ~~and~~ Exchange ~~Commission~~Act ~~(the “SEC”) by Pitney Bowes and a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by Borderfree. The offer to purchase shares~~ of ~~Borderfree common stock will only be made pursuant to the offer to purchase~~1934, ~~the letter of transmittal and related documents filed~~ as ~~a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER~~amended, ASfor ~~THEY~~any ~~MAY~~schedule BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed with the SEC by Pitney Bowes and BrickBreaker Acquisition Corp., a subsidiary of Pitney Bowes, and the Solicitation/Recommendation Statement will be filed with the SEC by Borderfree. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or byexhibit ~~directing~~so ~~such requests to the Information Agent for the tender offer which will be named in the tender offer statement~~furnished. ~~Copies of Borderfree’s filings with the SEC may be obtained free of charge at the “Investors” section of Borderfree’s website at www.borderfree.com.~~

Forward-Looking Statements

Statements in this Form 8-K may contain, in addition to historical information, certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Borderfree has identified some of these forward-looking statements with words like “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of these words, other terms of similar meaning or the use of future dates. Forward-looking statements in this Form 8-K include without limitation statements regarding planned completion of the Offer and the Merger. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related to: uncertainties as to the timing of the transaction; uncertainties as to the percentage of Borderfree stockholders tendering their shares in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors, customers and other business partners; the risk that stockholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; Borderfree’s ability to manage its business and operations, fluctuations in exchange rates of foreign currencies that reduce cross-border trade; Borderfree’s efforts to attract new customers or delays in the customer implementation process; the expected revenues to be generated by Borderfree’s existing or future customers; Borderfree’s quarterly operating results; possible failure to realize the anticipated benefits of business acquisitions or strategic investments; protection of Borderfree’s intellectual property; and other risks and uncertainties discussed in Borderfree’s filings with the SEC, including the “Risk Factors” sections of Borderfree’s most recent annual report on Form 10-K, as well as the tender offer documents to be filed by Parent and BrickBreaker Acquisition Corp., a subsidiary of Parent, and the Solicitation/Recommendation Statement to be filed by Borderfree. Borderfree undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this Form 8-K are qualified in their entirety by this cautionary statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
2.1		Agreement and Plan of Merger by and among Borderfree, Inc., Pitney Bowes Inc. and BrickBreaker Acquisition Corp., dated as of May 5, 2015.*
10.1		Employment Agreement, dated May 5, 2015, by and between Borderfree, Inc. and Michael A. DeSimone.
10.2		Employment Agreement, dated May 5, 2015, by and between Borderfree, Inc. and Edwin A. Neumann.
10.3		Employment Agreement, dated May 5, 2015, by and among Borderfree, Inc., Borderfree Canada, Inc. and Kris Green.
99.1		Press Release issued by the Company, dated May 5, 2015.
99.2		Form of Tender and Support Agreement by among Pitney Bowes, Inc., BrickBreaker Acquisition Corp. and the Stockholder(s) signatory thereto, dated as of May 5, 2015.
*		The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

~~BORDERFREE, INC.~~	BORDERFREE, INC.
Date:		May 5, 2015
Date: June 10, 2015	By:	/s/ Lila Snyder
By:		/s/ Edwin A. Neumann
		Name: Lila Snyder
Title:		Chief Financial Officer (Principal Financial and Accounting Officer)
		Title: President

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of May 5, 2015, by and among Borderfree, Inc., Pitney Bowes Inc. and BrickBreaker Acquisition Corp., ~~dated~~(incorporated asherein ofby reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Borderfree, Inc. on May 56, 2015).*
10.1		Employment Agreement, dated May 5, 2015, by and between Borderfree, Inc. and Michael A. DeSimone.
3.1		Amended and Restated Certificate of Incorporation of Borderfree, Inc.
10.2		Employment Agreement, dated May 5, 2015, by and between Borderfree, Inc. and Edwin A. Neumann.
3.2		Amended and Restated Bylaws of Borderfree, Inc.
10.3		Employment Agreement, dated May 5, 2015, by and among Borderfree, Inc., Borderfree Canada, Inc. and Kris Green.
99.1		Press Release issued by the Company, dated May 5, 2015.
99.2		Form of Tender and Support Agreement by among Pitney Bowes, Inc., BrickBreaker Acquisition Corp. and the Stockholder(s) signatory thereto, dated as of May 5, 2015.
*		The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

*	The Company will furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

Filing Compare · Borderfree, Inc.