UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___)*
VERTEX INTERACTIVE, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.005 PER SHARE
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(Title of Class of Securities)
925322109
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(CUSIP Number)
OCTOBER 18, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the reminder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 925322109 Schedule 13G Page 2 of 5
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1. Name of Reporting Person Pitney Bowes Inc.
S.S. or I.R.S. Identifica-
tion No. of Above Person
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2. Check the Appropriate Box (a) [_]
if a Member of a Group (b) [X]
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3. S.E.C. Use Only
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4. Citizenship or Place of Organization Delaware
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Number of Shares (5) Sole Voting Power 2,546,852
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Beneficially (6) Shared Voting Power 0
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Owned by Each (7) Sole Dispositive Power 2,546,852
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Reporting Person (8) Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,546,852
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row 9 6.7%
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12. Type of Reporting Person CO
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CUSIP NO. 925322109 Schedule 13G Page 3 of 5
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Item 1. (a) NAME OF ISSUER
Vertex Interactive, Inc. (the "Company").
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
22 Audrey Place
Clifton, New Jersey 07004
Item 2. (a) NAME OF PERSONS FILING
Pitney Bowes Inc. ("Pitney Bowes").
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
The address of the principal business offices of Pitney Bowes
is 1 Elmcroft Road, Stamford, Connecticut 06926-0700.
(c) CITIZENSHIP
Pitney Bowes is a Delaware corporation.
(d) TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.005 per share (the "Common Stock").
(e) CUSIP NUMBER
925322109
Item 3. This statement is not filed pursuant to either Rule 13d-1(b) or
13d-2(b) or (c).
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
Pitney Bowes may be deemed to beneficially own 2,546,852
shares of Common Stock.
(b) PERCENTAGE OF CLASS:
Based on calculations made in accordance with Rule 13d-3(d),
and there being 35,312,147 shares of Common Stock outstanding (as
represented to Pitney Bowes by the Company on October 18, 2001), Pitney
Bowes may be deemed to own approximately 6.7% of the outstanding Common
Stock.
CUSIP NO. 925322109 Schedule 13G Page 4 of 5
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(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS DISPOSITIVE AND
VOTING POWER:
(i)-(iv) Pitney Bowes has sole power to direct the voting and
disposition of the 2,546,852 shares of Common Stock it beneficially
owns.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Item 10. CERTIFICATION
By signing below the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated as of October 29, 2001
PITNEY BOWES INC.
By: /s/ Bruce Nolop
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Name: Bruce Nolop
Title: Executive Vice President &
Chief Financial Officer