UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~June 1815, 2005

IMAGISTICS INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

		Delaware		1-16449		06-1611068
(State or other jurisdiction			(Commission File Number)		(IRS Employer
	of incorporation)						ID Number)

100 Oakview Drive

	Trumbull, Connecticut		06611
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 365-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K ~~filing~~ is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(ec) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~February~~June 1815, 2005, the ~~Executive~~Company ~~Compensation~~and Bank of America, N.A. (as successor to Fleet Capital Corporation) (together with its successors and ~~Development~~assigns, ~~Committee~~“Bank of America”), and the other financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “~~Committee~~Lenders” and individually, a “Lender”) and Bank of America, as administrative agent (the ~~Board~~“Administrative ofAgent”) ~~Directors~~for the Lenders with respect to a certain Credit Agreement dated as of ~~Imagistics~~November ~~International~~9, ~~Inc.~~2001 by and among the Borrower, the Lenders and the Administrative Agent, as previously amended (the “~~Company~~Credit Agreement”), ~~approved~~entered into a ~~number~~Seventh Amendment to the Credit Agreement dated as of ~~compensation~~June ~~related~~3, ~~items~~2005 (the “Seventh Amendment”). The Seventh Amendment (i) amends the definition of Permitted Repurchase Amount to increase the dollar amount of the Company’s common stock that may be repurchased by the Company from $108 million to $168 million, ~~including~~(ii) increases the permitted amount of aggregate Acquisition Consideration for all Acquisitions, as such terms are defined in the Credit Agreement, by the Company from $60 million to $100 million, (iii) increases the amount of certain categories of Indebtedness and Contingent Obligations, as such terms are described in the Credit Agreement, that may be incurred by the Company from $5 million to $15 million and (iv) decreases the amount that the Company must have the ability to borrow as revolving loans under the Credit Agreement following: the consummation of a permitted stock repurchase from $30 million to $20 million.

~~Approved~~Item ~~Base~~2.02 ~~Salary~~Results ~~Increases~~of Operations and Financial Condition.

~~The~~On ~~Committee~~June ~~approved~~15, ~~increases~~2005 ~~effective~~Imagistics ~~March~~International 1,Inc. (the “Company”) issued a press release announcing a restatement of its financial results for the first quarter of 2005 inas ~~base~~a ~~salary~~result ~~listed~~of an error in ~~Section~~the 3application of Financial Accounting Standards Board (“~~Base~~FASB”) ~~Salary~~Statement of Financial Accounting Standards (“SFAS”) No. 123(R) as it relates to the ~~previously~~recognition ~~filed~~of share-based ~~Employment~~compensation ~~Agreements~~expense for stock option and restricted stock awards granted to retirement eligible employees upon the ~~following~~date ~~named~~of ~~executive~~grant. ~~officers,~~The press release is furnished as ~~defined~~Exhibit in99.1 ~~Item~~to ~~402(a)(3)~~this ofCurrent ~~Regulation~~Report Son Form 8-K:. This Current Report on Form 8-K and the press release contain statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in the press release.

•Item ~~The~~4.02 ~~Company’s~~Non-Reliance ~~Chairman~~on ~~and~~Previously ~~Chief~~Issued ~~Executive~~Financial ~~Officer~~Statements ~~Marc~~or ~~Breslawsky,~~a ~~base~~Related ~~salary~~Audit ~~increased~~Report ~~to $886,000.~~or

•Completed ~~The~~Interim ~~Company’s President and Chief Operating Officer, Joseph Skrzypczak, base salary increased to $560,000~~Review.

•(a) On ~~The~~June 15, 2005, the Company’s ~~Vice President~~management, ~~General~~in ~~Counsel~~consultation with and ~~Secretary~~with the concurrence of the Audit Committee of the Board of Directors, ~~Mark~~determined S.that ~~Flynn~~the previously issued financial statements for the first quarter of 2005 contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~base~~2005 ~~salary~~should ~~increased~~not be relied upon and that the Company would restate such financial statements by filing an amendment to ~~$252~~the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,~~350~~ 2005. The Company expects to file the amended Quarterly Report on Form 10-Q very shortly. The Company and the Audit Committee discussed this matter with the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP.

• The Company’s ~~Vice~~discovered ~~President~~an error in the calculation of share-based compensation expense in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 123(R), ~~Product~~“Share-Based ~~Development~~Payment,” related to the recognition of share-based compensation expense for awards subject to acceleration of vesting for retirement eligible employees. Prior to the adoption of SFAS No. 123(R), the Company accounted for share-based compensation expense under the recognition and ~~Marketing~~measurement provisions of Accounting Principles Board Opinion (“APB”) No. 25, ~~Nathaniel~~“Accounting Mfor Stock Issued to Employees” and followed the accepted practice of recognizing share-based compensation expense over the explicit vesting period. ~~Gifford~~SFAS No. 123(R) requires the immediate recognition at the grant date of the full share-based compensation expense for grants to retirement eligible employees as the explicit vesting period is non-substantive. Upon adoption of SFAS No. 123(R) on January 1, ~~base~~2005, ~~salary~~the ~~increased~~Company continued to follow the practice of recognizing share-based compensation expense over the explicit service period in error. The error resulted in a $~~275~~1.1 million understatement of share-based compensation expense in the quarterly period ended March 31,~~600~~ 2005. The effect of this restatement is to accelerate the non-cash share-based compensation expense of grants made to retirement eligible employees in January 2005 to the first quarter of 2005 rather than recognizing the share-based compensation

~~Approval~~ ofexpense over ~~2004~~the ~~Annual~~explicit ~~Incentive~~three-year ~~Compensation~~vesting period. As a result, income before income taxes was reduced by $1.1 million to $2.6 million, net income was reduced by $0.6 million to $1.5 million and both basic and diluted earnings per share were reduced by $0.04 to $0.09 for the quarterly period ended March 31, 2005.

~~The~~In ~~approved~~connection ~~annual~~with ~~incentive~~the ~~compensation~~restatement, ~~payments~~under to the ~~named~~direction ~~executive~~of ~~officers~~our ~~were:~~Chief ~~Marc~~Executive C.Officer ~~Breslawsky, Chairman~~ and Chief ~~Executive~~Financial Officer, ~~$860,000,~~we ~~Joseph~~reevaluated D.our ~~Skrzypczak,~~disclosure ~~President~~controls and ~~Chief~~procedures ~~Operating~~and ~~Officer,~~identified ~~$306,210;~~a ~~Chris~~material Cweakness in our internal control over financial reporting with respect to the accounting for share-based compensation expense for the non-substantive vesting period conditions under SFAS No. ~~Dewart~~123(R). As a result of this material weakness, ~~Vice~~we ~~President~~concluded that our disclosure controls and procedures were not effective as of March 31, ~~Sales~~2005. We are confident that, ~~$77~~as of the date of this filing,~~150;~~ ~~Mark~~we Shave fully remediated the material weakness in our internal control over financial reporting with respect to accounting for share-based compensation expense under SFAS No. ~~Flynn,~~123(R). The ~~Vice~~remediation ~~President,~~actions ~~General~~included ~~Counsel~~enhancing ~~and~~the ~~Secretary,~~process ~~$85,170;~~used to prepare and review ~~Nathaniel~~the Mcalculation of share-based compensation expense under the provisions of SFAS No. ~~Gifford,~~123(R) ~~Vice~~and ~~President,~~strengthening ~~Product~~our ~~Development~~internal process to analyze and ~~Marketing,~~interpret ~~$138,680~~new accounting pronouncements and related interpretations.

~~Approval~~Item of7.01 ~~2005~~Regulation ~~Annual~~FD ~~Incentive Compensation Performance Goals~~Disclosure.

~~The~~On ~~Committee~~June ~~approved Company performance goals and individual target and range amounts~~15, ~~expressed as a percentage of base salary, for~~ 2005 ~~annual incentive compensation under~~ the Company’s ~~Key~~issued ~~Employees’~~a ~~Incentive~~press ~~Plan~~release ~~(“KEIP”)~~announcing ~~for~~that ~~executive~~its ~~officers~~Board of ~~the~~Directors ~~Company,~~had ~~including~~authorized ~~each~~a of$30 ~~the~~million ~~named~~increase ~~executive~~in ~~officers. The~~its ~~Company~~authorized ~~performance~~stock ~~goals~~repurchase ~~for~~program ~~2005~~from ~~include~~an ~~the~~aggregate ~~achievement~~ of ~~specified~~$108 ~~earnings~~million ~~per share and revenue targets, improvements in inventory turnover and days-sales-outstanding, the achievement of implementation goals relating~~ to ~~information~~an ~~technology~~aggregate ~~systems, the development~~ of an$138 ~~identified~~million ~~strategic initiative~~ and adisclosing ~~measure~~that ~~of improvement in customer satisfaction. The amount of 2005 annual incentive compensation to be paid to~~ the ~~named~~Company ~~executive~~had ~~officers~~exhausted ~~will~~its ~~depend~~previous onauthority ~~the level~~ of ~~achievement~~$108 ofmillion ~~the above goals and,~~ in ~~the~~early ~~case of executives other than Marc C~~June. ~~Breslawsky, Chairman and Chief Executive Officer, and Joseph D. Skrzypczak, President and Chief Operating Officer, the achievement of individual responsibility-specific performance goals.~~

~~Award~~The press release also announces a revision to the Company’s previously issued earnings guidance for the full year 2005, from $1.61-$1.66 per share to $1.58-$1.63 per share, as a result of ~~Long~~the ~~Term~~restatement ~~Cash~~discussed ~~Incentive~~in ~~Units~~Item 4.02(a) of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

~~The~~Item ~~Committee approved the award of Cash Incentive Units under the KEIP to executive officers of the Company, including the named executive officers~~9. ~~The~~01 ~~Cash~~Financial ~~Incentive~~Statements ~~Units~~and ~~represent a defeasible right to receive cash payments if certain cumulative earnings per share targets are achieved over a three-year period ending December 31, 2007~~Exhibits. ~~The Cash Incentive Units will have a value of from $0.00 per unit to $2.00 per unit depending on the level of earnings per share growth achieved over the three-year period.~~

~~SIGNATURES~~(c) Exhibits

~~Pursuant~~Exhibit ~~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 hereunto duly authorized~~No. Description

~~Date:~~99.1 ~~February~~Imagistics ~~25,~~International ~~2005~~Inc. ~~IMAGISTICS~~Press ~~INTERNATIONAL~~Release ~~INC.~~dated ~~(Registrant)~~June 15, 2005

~~By: /s/MARK S. FLYNN________________ Name: Mark S. Flynn Title: Vice President, General Counsel and Secretary~~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 hereunto duly authorized.

Date: June 17, 2005	IMAGISTICS INTERNATIONAL INC.
	(Registrant)

By: /s/MARK S. FLYNN________________
Name:	Mark S. Flynn
Title:	Vice President, General Counsel and
	Secretary

Filing Compare · IMAGISTICS INTERNATIONAL INC