As filed with the Securities and Exchange Commission on August 8, 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
IRON MOUNTAIN INCORPORATED
(Exact name of issuer as specified in its charter)
Delaware 04-3107342
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
745 Atlantic Avenue, Boston, Massachusetts 02111
(617) 357-4455
(Address of Principal Executive Offices including zip code)
-------------
Iron Mountain Incorporated 1995 Stock Incentive Plan
(Full titles of the plan)
------------
C. Richard Reese
Chairman of The Board of
Directors and Chief Executive Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
(617) 357-4455
(Name, address and telephone number of agent for service)
-------------
Copy to:
William J. Curry, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
----------------
The prospectus meeting the requirements of Section 10(a) of the Securities Act
of 1933, as amended, which is being provided to participants in the 1995 Stock
Incentive Plan in conjunction with this Registration Statement also relates to
the shares registered under the Registration Statement on Form S-8 dated April
9, 1997 (File No. 333-24803) of Iron Mountain Incorporated.
<PAGE>
<TABLE>
<CAPTION>
---------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Amount of
to be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
---------------- ---------- ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 400,000 $31.375 $12,550,000 $3,803.03
<FN>
(1) With respect to the additional 400,000 shares issuable under the 1995
Stock Incentive Plan, the proposed maximum offering price per share and
the proposed maximum aggregate offering price have been estimated
solely for purpose of calculating the amount of the registration fee in
accordance with Rules 457(c) and 457(h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low
prices of the Common Stock on the Nasdaq National Market on August 6,
1997. 944,903 shares issuable under the 1995 Stock Incentive Plan were
registered under the Registrant's registration statement on Form S-8
(File No. 333-24803), filed with Commission on April 9, 1997 and a
filing fee of $4,425.28 was paid on such date with respect to such
shares.
</FN>
</TABLE>
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Insofar as additional securities are being registered of the same class
as other securities for which a registration statement filed on this form
relating to an employee benefit plan is effective, in accordance with General
Instruction E to the Registration Statement on Form S-8, Iron Mountain
Incorporated (the "Company") hereby incorporates by reference the contents of
the Company's Registration Statement on Form S-8 dated April 9, 1997 (File No.
333-24803) and omits the information required by Part II from this Registration
Statement, other than Item 3 and Item 8, below, which have been updated.
Item 3. Incorporation of Documents by Reference.
The Company previously registered under the Securities Act an aggregate
of 944,903 shares of Common Stock offered pursuant to the 1995 Stock Incentive
Plan pursuant to a Registration Statement on Form S-8 (File No. 333-2196) filed
with the Commission on April 9, 1997, which is incorporated in this Registration
Statement by reference.
The following additional documents, which have been filed by the
Company with the Commission, are incorporated by reference in and made a part of
this Registration Statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(c) The Company's Current Report on Form 8-K dated June 12, 1997; and
(d) The description of the Common Stock contained in the Company's
registration statement on Form 8-A dated January 18, 1996 (File
No. 0-27584), including any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
herein, or in any subsequently filed document which also is or is deemed to be
incorporated by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Sullivan & Worcester LLP.*
23.1 Consent of Sullivan & Worcester LLP (contained in the
opinion of Sullivan & Worcester LLP filed herewith as
Exhibit 5).
23.2 Consent of Arthur Andersen LLP.*
24 Power of Attorney (included in signature page of this
Registration Statement).
*Filed herewith.
II - 1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Boston, Commonwealth of Massachusetts, on the 8th day
of August, 1997.
IRON MOUNTAIN INCORPORATED
By: /s/ C. Richard Reese
C. Richard Reese
Chairman of the Board,
Chief Executive Officer and Director
The undersigned Officers and Directors of Iron Mountain Incorporated
(the "Company") hereby severally constitute C. Richard Reese, John F. Kenny, Jr.
and David S. Wendell, and each of them acting singly, our true and lawful
attorneys to sign for us and in our names in the capacities indicated below any
amendments to this Registration Statement on Form S-8 (including any
post-effective amendments hereto) and to file the same, with Exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each of said attorneys, acting singly, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming our signatures to
said amendments to this Registration Statement signed by our said attorneys and
all else that said attorneys may lawfully do and cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the 8th day of August, 1997.
Signatures Title
/s/ C. Richard Reese
C. Richard Reese Chairman, Chief
Executive Officer and Director
/s/ David S. Wendell
David S. Wendell President, Chief Operating Officer and
Director
/s/ John F. Kenny
John F. Kenny, Jr. Executive Vice President and
Chief Financial Officer
/s/ Eugene B. Doggett
Eugene B. Doggett Executive Vice President and Director
II - 2
<PAGE>
Constantin R. Boden Director
Arthur D. Little Director
/s/ Vincent J. Ryan
Vincent J. Ryan Director
/s/ B. Thomas Golisano
B. Thomas Golisano Director
/s/ Jean A. Bua
Jean A. Bua Vice President and Corporate
Controller
II - 3
EXHIBIT 5
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
August 6, 1997
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), by Iron Mountain Incorporated, a Delaware corporation
(the "Company"), of an additional 400,000 shares of its Common Stock, par value
$.01 per share ("Common Stock"), which are to be offered by the Company pursuant
to the provisions of the Company's 1995 Stock Incentive Plan (the "1995 Plan")
(all such shares being referred to herein as the "Registered Shares"), the
following opinion is furnished to you to be filed with the Securities and
Exchange Commission (the "Commission") as Exhibit 5 to the Company's
Post-Effective Amendment No. 1 to Registration Statement (File No. 333-24803) on
Form S-8 (as amended, the "Registration Statement") under the Act.
We have acted as counsel to the Company in connection with the
Registration Statement, and we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Amended and Restated Certificate of Incorporation of the Company as presently in
effect, corporate records of the Company, and such other documents as we have
considered necessary in order to furnish the opinion hereinafter set forth.
This opinion is limited to the Delaware General Corporation Law and the
federal laws of the United States of America, and we express no opinion with
respect to the law of any other jurisdiction.
Based on and subject to the foregoing, we are of the opinion that, when
issued in accordance with the terms of the 1995 Plan and the options or other
rights granted thereunder, the Registered Shares will be duly authorized,
validly issued, fully paid and nonassessable by the Company.
<PAGE>
Iron Mountain Incorporated
August 6, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
reports dated March 4, 1997 incorporated by reference in this Form S-8 and into
the Company's previously filed Registration Statement on Form S-8 File No.
333-24803.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 5, 1997
