As filed with the Securities and Exchange Commission on December 7, 2001
                                                     Registration No. 333-______
================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            -----------------------

                         IMAGISTICS INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                               06-1611068
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

                               100 Oakview Drive
                          Trumbull, Connecticut 06611
                                 (203) 365-7000
                    (Address of principal executive offices)

                            -----------------------

                 IMAGISTICS INTERNATIONAL INC. 2001 STOCK PLAN
        IMAGISTICS INTERNATIONAL INC. NON-EMPLOYEE DIRECTORS' STOCK PLAN
                           (Full title of the plans)

                            -----------------------

                              Mark S. Flynn, Esq.
                         Imagistics International Inc.
                               100 Oakview Drive
                          Trumbull, Connecticut 06611
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (203) 365-7000

                                   Copies to:
                               Sarah Beshar, Esq.
                             Davis Polk & Wardwell
                              450 Lexington Avenue
                            New York, New York 10017
                                 (212) 450-4000

<TABLE>
                                                CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                                 Proposed Maximum        Proposed Maximum
        Title of Securities               Amount to Be            Offering Price             Aggregate              Amount of
          To Be Registered               Registered(1)              Per Share             Offering Price         Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                     <C>                       <C>                     <C>
COMMON STOCK                               3,100,000               $  9.02 (2)            $29,726,813.48               $7,104.71
(PAR VALUE $0.01 PER SHARE) (4)              162,956               $ 10.83 (3)
=================================================================================================================================
</TABLE>
(1)  Plus an indeterminate number of additional shares which may be offered and
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions.
(2)  Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act
     of 1933, as amended solely for the purpose of computing the registration
     fee, based on the average of the high and low prices of the securities
     being registered hereby on the New York Stock Exchange Composite
     Transaction Tape on December 6, 2001.
(3)  Based on a weighted average per share price of $10.83 in respect of
     options to purchase up to 162,956 shares of the Registrant's Common Stock
     granted in connection with the equitable adjustment of certain options
     issued by the Registrant's former parent and held by the Registrant's
     employees.
(4)  This registration statement also pertains to Rights to Purchase one
     one-hundredth of a share of Series A Junior Participating Preferred Stock,
     par value $1.00 per share, of the Registrant (the "Rights"). Until the
     occurrence of certain prescribed events, the Rights are not exercisable,
     are evidenced by the certificates for Imagistics International Inc. Common
     Stock and will be transferred along with and only with such securities.
     Thereafter, separate Rights certificates will be issued representing one
     Right for each share of Imagistics International Inc. Common Stock held
     subject to adjustment pursuant to anti-dilution provisions.
===============================================================================
            This Registration Statement Includes a Total of 8 Pages.
                            Exhibit Index on Page 8.

<PAGE>

                                     PART I

ITEM 1.  PLAN INFORMATION

     Not required to be filed with this registration statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Not required to be filed with this registration statement.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by Imagistics International Inc. (the "Registrant") pursuant
to the Securities Exchange Act of 1934, as amended (the "1934 Act")
(Registration No. 001-16449), are incorporated by reference herein:

          (1) The Registrant's 1934 Act registration statement on Form 10 dated
     November 14, 2001, (Registration No. 001-16449) (the "Form 10");

          (2) All documents filed with the Commission by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent
     to the filing of the Form 10 and prior to the filing of a post-effective
     amendment which indicates that all securities offered herein have been
     sold or which deregisters all securities then remaining unsold; and

          (3) The description of the Registrant's Common Stock and the Rights
     contained in the Form 10, including any amendment thereto or report filed
     for the purpose of updating such description.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof or of the related prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
is also incorporated or deemed to be incorporated herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

     The Registrant will provide, without charge to each person, including any
beneficial owner, to whom this document is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this document). Requests for
such documents should be submitted in writing, addressed to the office of the
Corporate Secretary, Imagistics International Inc., 100 Oakview Drive,
Trumbull, Connecticut 06611.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable, see Item 3(3) above.


                                      2
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Certain legal matters in connection with any original issuance of Common
Stock offered hereby are being passed upon for the Registrant by Mark S. Flynn,
Esq., Vice President, General Counsel and Secretary of the Registrant. Mr.
Flynn owns shares of Common Stock which represent less than 0.1% of the
currently outstanding shares of all classes of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such officer
or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal. A
Delaware corporation may indemnify officers and directors against expenses
(including attorney's fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation. Where an officer is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such an
officer or director actually and reasonably incurred.

     In accordance with the Delaware Law, the Registrant's Certificate of
Incorporation contains a provision to limit the personal liability of the
Registrant's directors for violations of their fiduciary duty. This provision
eliminates each director's liability to the Registrant or its stockholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware Law providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction from which a director derived an
improper personal benefit. The effect of this provision is to eliminate the
personal liability of directors for monetary damages for actions involving a
breach of their fiduciary duty of care, including any such actions involving
gross negligence. In addition, the holders of Common Stock are deemed to have
consented to certain provisions of the Certificate of Incorporation under which
certain allocations of corporate opportunities are not deemed to breach a
director's fiduciary duty of loyalty.

     The Registrant's Certificate of Incorporation provides for indemnification
of the Registrant's officers and directors to the full extent permitted by
applicable law.

     In addition, the Registrant will maintain directors' and officers'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

  Exhibit
  Number    Exhibit
  -------   -------

    4.1     Form of Amended and Restated Certificate of Incorporation of the
            Registrant (incorporated by reference to the Form 10, Exhibit 3.1)

                                       3
<PAGE>

Exhibit
Number    Exhibit
-------   -------
 4.2      Form of Amended and Restated By-laws of the Registrant (incorporated
          by reference to the Form 10, Exhibit 3.2)

 4.3      Rights Agreement between the Registrant and its rights agent
          (incorporated by reference to the Form 10, Exhibit 10.18)

 5        Opinion of Mark S. Flynn, Esq. regarding the legality of any
          original issuance securities being registered

 23.1     Consent of PricewaterhouseCoopers LLP

 23.2     Consent of Mark S. Flynn, Esq. (included in Exhibit 5)

 24       Powers of Attorney (included on the signature page of this
          registration statement)

 99.1     Imagistics International Inc. 2001 Stock Plan

 99.2     Imagistics International Inc. Non-Employee Directors' Stock Plan

ITEM 9.  UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933, as amended (the "1933 Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in this registration statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in this registration
          statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this registration
          statement or any material change to such information in this
          registration statement; provided, however, that paragraphs (a)(1)(i)
          and (a)(1)(ii) do not apply if the registration statement is on Form
          S-3, Form S-8 or Form F-3, and the information required to be
          included in a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to the
          Commission by the Registrant pursuant to Section 13 or Section 15(d)
          of the 1934 Act that are incorporated by reference into this
          registration statement;

                                       4
<PAGE>

          (2) That for the purpose of determining any liability under the 1933
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and
where applicable, each filing of the Plan's annual report pursuant to Section
15(d) of the 1934 Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.











                                       5

<PAGE>




                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the 1933 Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Trumbull, State of Connecticut, on this 7th day
of December, 2001.


                                            IMAGISTICS INTERNATIONAL INC.


                                            By: /s/ Mark S. Flynn
                                               ---------------------------------
                                                 Mark S. Flynn
                                                 Vice President, General Counsel
                                                 and Secretary


                                       6
<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Mark S. Flynn, Marc C. Breslawsky, Joseph D.
Skrzypczak and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts and things and execute, in the name of the undersigned, any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable in order to enable the Registrant to comply with the 1933 Act and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
registration statement on Form S-8 under the 1933 Act, including specifically
but without limitation, power and authority to sign the name of the undersigned
to such registration statement, and any amendments to such registration
statement (including post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
any of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities set forth below on
December 7, 2001.

SIGNATURE                           TITLE
---------                           -----

/s/ Marc C. Breslawsky
-------------------------           Chairman of the Board, Chief Executive
Marc C. Breslawsky                  Officer and Director (principal executive
                                    officer)

/s/ Joseph D. Skrzypczak
-------------------------           Chief Financial Officer (principal financial
Joseph D. Skrzypczak                officer)

/s/ Timothy E. Coyne
-------------------------           Controller (principal accounting officer)
Timothy E. Coyne

/s/ Thelma R. Albright
-------------------------           Director
Thelma R. Albright

/s/ Michael J. Critelli             Director
-------------------------
Michael J. Critelli

/s/ T. Kevin Dunnigan               Director
-------------------------
T. Kevin Dunnigan

/s/ Ira D. Hall                     Director
-------------------------
Ira D. Hall

/s/ James A. Thomas                 Director
-------------------------
James A. Thomas


                                       7
<PAGE>

                               INDEX TO EXHIBITS


Exhibit
Number       Exhibits
-------      ------------------------------------------------------------------

4.1          Form of Amended and Restated Certificate of Incorporation*

4.2          Form of Amended and Restated By-laws*

4.3          Rights Agreement*

5            Opinion of Mark S. Flynn, Esq.

23.1         Consent of PricewaterhouseCoopers LLP

23.2         Consent of Mark S. Flynn, Esq (contained in Exhibit 5)

24           Power of Attorney (included on the signature page of this
               registration statement)

99.1         Imagistics International Inc. 2001 Stock Plan

99.2         Imagistics International Inc. Non-Employee Directors' Stock Plan


-------------------
*Incorporated herein by reference



                                       8
[{"type": "S-8", "sequence": "1", "filename": "dec0401_s8.txt", "secsgml_size_bytes": 22049}]
{"company-data": {"conformed-name": "IMAGISTICS INTERNATIONAL INC", "cik": "0001137019", "assigned-sic": "5040", "irs-number": "061611068", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74778", "film-number": "1809001"}, "business-address": {"street1": "100 OAKVIEW DRIVE", "city": "TRUMBULL", "state": "CT", "zip": "06611", "phone": "(203)365-7"}, "mail-address": {"street1": "100 OAKVIEW DRIVE", "city": "TRUMBULL", "state": "CT", "zip": "06611"}, "former-company": [{"former-conformed-name": "PITNEY BOWES OFFICE SYSTEMS INC", "date-changed": "20010321"}, {"former-conformed-name": "PITNEY BOWES SYSTEMS INC", "date-changed": "20010320"}]}
As filed with the Securities and Exchange Commission on December 7, 2001
                                                     Registration No. 333-______
================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            -----------------------

                         IMAGISTICS INTERNATIONAL INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                               06-1611068
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)

                               100 Oakview Drive
                          Trumbull, Connecticut 06611
                                 (203) 365-7000
                    (Address of principal executive offices)

                            -----------------------

                 IMAGISTICS INTERNATIONAL INC. 2001 STOCK PLAN
        IMAGISTICS INTERNATIONAL INC. NON-EMPLOYEE DIRECTORS' STOCK PLAN
                           (Full title of the plans)

                            -----------------------

                              Mark S. Flynn, Esq.
                         Imagistics International Inc.
                               100 Oakview Drive
                          Trumbull, Connecticut 06611
                    (Name and address of agent for service)

  Telephone number, including area code, of agent for service: (203) 365-7000

                                   Copies to:
                               Sarah Beshar, Esq.
                             Davis Polk & Wardwell
                              450 Lexington Avenue
                            New York, New York 10017
                                 (212) 450-4000

                                                CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                                 Proposed Maximum        Proposed Maximum
        Title of Securities               Amount to Be            Offering Price             Aggregate              Amount of
          To Be Registered               Registered(1)              Per Share             Offering Price         Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK                               3,100,000               $  9.02 (2)            $29,726,813.48               $7,104.71
(PAR VALUE $0.01 PER SHARE) (4)              162,956               $ 10.83 (3)
=================================================================================================================================
(1)  Plus an indeterminate number of additional shares which may be offered and
     issued to prevent dilution resulting from stock splits, stock dividends or
     similar transactions.
(2)  Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act
     of 1933, as amended solely for the purpose of computing the registration
     fee, based on the average of the high and low prices of the securities
     being registered hereby on the New York Stock Exchange Composite
     Transaction Tape on December 6, 2001.
(3)  Based on a weighted average per share price of $10.83 in respect of
     options to purchase up to 162,956 shares of the Registrant's Common Stock
     granted in connection with the equitable adjustment of certain options
     issued by the Registrant's former parent and held by the Registrant's
     employees.
(4)  This registration statement also pertains to Rights to Purchase one
     one-hundredth of a share of Series A Junior Participating Preferred Stock,
     par value $1.00 per share, of the Registrant (the "Rights"). Until the
     occurrence of certain prescribed events, the Rights are not exercisable,
     are evidenced by the certificates for Imagistics International Inc. Common
     Stock and will be transferred along with and only with such securities.
     Thereafter, separate Rights certificates will be issued representing one
     Right for each share of Imagistics International Inc. Common Stock held
     subject to adjustment pursuant to anti-dilution provisions.
===============================================================================
            This Registration Statement Includes a Total of 8 Pages.
                            Exhibit Index on Page 8.
PART I

ITEM 1.  PLAN INFORMATION

     Not required to be filed with this registration statement.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Not required to be filed with this registration statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by Imagistics International Inc. (the "Registrant") pursuant
to the Securities Exchange Act of 1934, as amended (the "1934 Act")
(Registration No. 001-16449), are incorporated by reference herein:

          (1) The Registrant's 1934 Act registration statement on Form 10 dated
     November 14, 2001, (Registration No. 001-16449) (the "Form 10");

          (2) All documents filed with the Commission by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent
     to the filing of the Form 10 and prior to the filing of a post-effective
     amendment which indicates that all securities offered herein have been
     sold or which deregisters all securities then remaining unsold; and

          (3) The description of the Registrant's Common Stock and the Rights
     contained in the Form 10, including any amendment thereto or report filed
     for the purpose of updating such description.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof or of the related prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
is also incorporated or deemed to be incorporated herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

     The Registrant will provide, without charge to each person, including any
beneficial owner, to whom this document is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this document). Requests for
such documents should be submitted in writing, addressed to the office of the
Corporate Secretary, Imagistics International Inc., 100 Oakview Drive,
Trumbull, Connecticut 06611.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable, see Item 3(3) above.

                                      2
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Certain legal matters in connection with any original issuance of Common
Stock offered hereby are being passed upon for the Registrant by Mark S. Flynn,
Esq., Vice President, General Counsel and Secretary of the Registrant. Mr.
Flynn owns shares of Common Stock which represent less than 0.1% of the
currently outstanding shares of all classes of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such officer
or director acted in good faith and in a manner he reasonably believed to be in
or not opposed to the corporation's best interests, and, for criminal
proceedings, had no reasonable cause to believe his conduct was illegal. A
Delaware corporation may indemnify officers and directors against expenses
(including attorney's fees) in connection with the defense or settlement of an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation. Where an officer is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such an
officer or director actually and reasonably incurred.

     In accordance with the Delaware Law, the Registrant's Certificate of
Incorporation contains a provision to limit the personal liability of the
Registrant's directors for violations of their fiduciary duty. This provision
eliminates each director's liability to the Registrant or its stockholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware Law providing for liability of
directors for unlawful payment of dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction from which a director derived an
improper personal benefit. The effect of this provision is to eliminate the
personal liability of directors for monetary damages for actions involving a
breach of their fiduciary duty of care, including any such actions involving
gross negligence. In addition, the holders of Common Stock are deemed to have
consented to certain provisions of the Certificate of Incorporation under which
certain allocations of corporate opportunities are not deemed to breach a
director's fiduciary duty of loyalty.

     The Registrant's Certificate of Incorporation provides for indemnification
of the Registrant's officers and directors to the full extent permitted by
applicable law.

     In addition, the Registrant will maintain directors' and officers'
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.  EXHIBITS

  Exhibit
  Number    Exhibit
  -------   -------

    4.1     Form of Amended and Restated Certificate of Incorporation of the
            Registrant (incorporated by reference to the Form 10, Exhibit 3.1)

                                       3
Exhibit
Number    Exhibit
-------   -------
 4.2      Form of Amended and Restated By-laws of the Registrant (incorporated
          by reference to the Form 10, Exhibit 3.2)

 4.3      Rights Agreement between the Registrant and its rights agent
          (incorporated by reference to the Form 10, Exhibit 10.18)

 5        Opinion of Mark S. Flynn, Esq. regarding the legality of any
          original issuance securities being registered

 23.1     Consent of PricewaterhouseCoopers LLP

 23.2     Consent of Mark S. Flynn, Esq. (included in Exhibit 5)

 24       Powers of Attorney (included on the signature page of this
          registration statement)

 99.1     Imagistics International Inc. 2001 Stock Plan

 99.2     Imagistics International Inc. Non-Employee Directors' Stock Plan

ITEM 9.  UNDERTAKINGS

     (a)   The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933, as amended (the "1933 Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this registration statement (or the most
          recent post-effective amendment thereof) which, individually or in
          the aggregate, represent a fundamental change in the information set
          forth in this registration statement. Notwithstanding the foregoing,
          any increase or decrease in volume of securities offered (if the
          total dollar value of securities offered would not exceed that which
          was registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth
          in the "Calculation of Registration Fee" table in this registration
          statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this registration
          statement or any material change to such information in this
          registration statement; provided, however, that paragraphs (a)(1)(i)
          and (a)(1)(ii) do not apply if the registration statement is on Form
          S-3, Form S-8 or Form F-3, and the information required to be
          included in a post-effective amendment by those paragraphs is
          contained in periodic reports filed with or furnished to the
          Commission by the Registrant pursuant to Section 13 or Section 15(d)
          of the 1934 Act that are incorporated by reference into this
          registration statement;

                                       4
(2) That for the purpose of determining any liability under the 1933
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof; and

          (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at
     the termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and
where applicable, each filing of the Plan's annual report pursuant to Section
15(d) of the 1934 Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

                                       5
SIGNATURES

     The Registrant. Pursuant to the requirements of the 1933 Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Trumbull, State of Connecticut, on this 7th day
of December, 2001.

                                            IMAGISTICS INTERNATIONAL INC.

                                            By: /s/ Mark S. Flynn
                                               ---------------------------------
                                                 Mark S. Flynn
                                                 Vice President, General Counsel
                                                 and Secretary

                                       6
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Mark S. Flynn, Marc C. Breslawsky, Joseph D.
Skrzypczak and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, to do any and all
acts and things and execute, in the name of the undersigned, any and all
instruments which said attorneys-in-fact and agents may deem necessary or
advisable in order to enable the Registrant to comply with the 1933 Act and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange Commission of the
registration statement on Form S-8 under the 1933 Act, including specifically
but without limitation, power and authority to sign the name of the undersigned
to such registration statement, and any amendments to such registration
statement (including post-effective amendments), and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, to sign any and all applications,
registration statements, notices or other documents necessary or advisable to
comply with applicable state securities laws, and to file the same, together
with other documents in connection therewith with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and to perform each and every act
and thing requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, and
any of them, or their substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities set forth below on
December 7, 2001.

SIGNATURE                           TITLE
---------                           -----

/s/ Marc C. Breslawsky
-------------------------           Chairman of the Board, Chief Executive
Marc C. Breslawsky                  Officer and Director (principal executive
                                    officer)

/s/ Joseph D. Skrzypczak
-------------------------           Chief Financial Officer (principal financial
Joseph D. Skrzypczak                officer)

/s/ Timothy E. Coyne
-------------------------           Controller (principal accounting officer)
Timothy E. Coyne

/s/ Thelma R. Albright
-------------------------           Director
Thelma R. Albright

/s/ Michael J. Critelli             Director
-------------------------
Michael J. Critelli

/s/ T. Kevin Dunnigan               Director
-------------------------
T. Kevin Dunnigan

/s/ Ira D. Hall                     Director
-------------------------
Ira D. Hall

/s/ James A. Thomas                 Director
-------------------------
James A. Thomas

                                       7
INDEX TO EXHIBITS

Exhibit
Number       Exhibits
-------      ------------------------------------------------------------------

4.1          Form of Amended and Restated Certificate of Incorporation*

4.2          Form of Amended and Restated By-laws*

4.3          Rights Agreement*

5            Opinion of Mark S. Flynn, Esq.

23.1         Consent of PricewaterhouseCoopers LLP

23.2         Consent of Mark S. Flynn, Esq (contained in Exhibit 5)

24           Power of Attorney (included on the signature page of this
               registration statement)

99.1         Imagistics International Inc. 2001 Stock Plan

99.2         Imagistics International Inc. Non-Employee Directors' Stock Plan

-------------------
*Incorporated herein by reference

                                       8