UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MapInfo Corporation (Name of Subject Company (issuer)) Magellan Acquisition Corp. a wholly-owned subsidiary of Pitney Bowes Inc. (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, $0.002 par value per share 565105103 (Title of Class of Securities) (CUSIP Number of Class of Securities) Michele Coleman Mayes, Esq. Senior Vice President & General Counsel Pitney Bowes, Inc., MSC 65-24 One Elmcroft Road Stamford, CT 06926-0700 Telephone: (203) 351-7924 (Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Ronald R. Papa, Esq. Proskauer Rose LLP 1585 Broadway New York, NY 10036-8299 Telephone: (212) 969-3325 Calculation of Filing Fee -------------------------------------- ------------------------------- Transaction valuation* Amount of filing fee Not applicable Not applicable -------------------------------------- ------------------------------- *Set forth the amount on which the filing fee is calculated and state how it was determined. |_| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: ________________ Form or Registration No.: ________________ Filing Party: _____________________________ Date Filed: _____________________________ |X| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| ******************************************************************************